Common use of Guarantees Clause in Contracts

Guarantees. (a) Each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of the Notes and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company under this Second Supplemental Indenture (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article VI notwithstanding any extension or renewal of any Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. (d) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. (a) Each Guarantor hereby fullyHoldings, in consideration of the Purchaser’s entering into this Agreement and purchasing Notes, unconditionally and irrevocably guarantees, as primary obligor guarantees to the Purchaser and not merely as surety, jointly each and severally with each other Guarantor, every holder from time to each Holder time of any of the Notes the due and punctual payment of all sums which may become due or be stated in the Notes or in this Agreement to become due under the terms and provisions of the Notes and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, this Agreement in respect of the principal of, premiumof and prepayment charge, if any, and interest on the Notes (including interest on any overdue principal, prepayment charge, if any, and, to the extent permitted by applicable law, on any overdue interest), whether at stated maturity, by acceleration, by notice of prepayment or otherwise, and all other obligations sums which may become due from the Borrower or be stated to be or become so due under the Notes or this Agreement. Holdings further guarantees to the Purchasers and each holder as aforesaid the due performance and observance by the Borrower of all covenants, agreements and conditions on the Company Borrower’s part to be performed under this Second Supplemental Indenture Agreement and any other document from time to time delivered by the Borrower pursuant to this Agreement. Holdings further guarantees to the Purchasers and each holder as aforesaid payment of all other amounts payable by the Borrower under this Agreement or the Notes, including costs, expenses (all the foregoing including fees and expenses of counsel) and taxes (such principal, prepayment charge, if any, interest and other obligations guaranteed as aforesaid being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (” and to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article VI notwithstanding any extension or renewal of any Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. (d) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) Each Guarantor also lawful agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ feesfees and expenses of counsel) incurred by the Trustee or the Holders each holder of any Note in enforcing any rights under in connection with this Section.

Guarantees. (a) Each Guarantor hereby fullySubject to the provisions of this Article X, unconditionally and irrevocably guarantees, as primary obligor and not merely as suretyeach Guarantor, jointly and severally with each other Guarantorseverally, irrevocably and unconditionally guarantees to each Holder of the Notes and to the Trustee on behalf of the full Holders: (i) the due and punctual payment in full of principal of and interest on the Notes when due, whether at stated maturity, by upon acceleration, by redemption, by repurchase, redemption or otherwise, ; (ii) the due and punctual payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations overdue principal of the Company under this Second Supplemental Indenture (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (and, to the extent permitted by law, interest on the Notes; and (iii) that the due and punctual payment of all other Obligations may be extended of the Company and the other Guarantors to the Holders or renewedthe Trustee hereunder or under the Notes, in whole or in partincluding, without notice limitation, the payment of fees, expenses, indemnification or further assent from itother amounts. 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 pay any such other Obligation, each Guarantor agrees to cause any such payment to be made punctually when due, whether at stated maturity, upon acceleration, redemption or otherwise, and that it will remain bound as if such payment were made by the Company and to perform any such other Obligation of the Company immediately. Each Guarantor further agrees 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 Article VI notwithstanding any extension or renewal X are guarantees of any Obligationpayment and not of collection. (b) Each Guarantor of the Company and the Guarantors waives presentation todiligence, presentment, demand of payment from and protest to payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company of or any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce other Guarantor, any right or remedy to require a proceeding first against the Company or any other person under Guarantor, protest or notice with respect to the Notes and all demands whatsoever, and covenants that these Guarantees shall not be discharged except by complete performance of the Obligations contained in the Notes and in this Second Supplemental Indenture, the Notes or any other agreement as otherwise specifically provided therein or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Companyherein. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due waives and relinquishes: (and not a guarantee of collectioni) and waives any right to require that the Trustee, the Holders or the Company (each, a "Benefited Party") to proceed against the Company, the Subsidiaries of the Company or any resort be had by any Holder other Person or to proceed against or exhaust any security held for payment by a Benefited Party at any time or to pursue any other remedy in any secured party's power before proceeding against the Guarantors; (ii) any defense that may arise by reason of the Obligationsincapacity, 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 incurrence 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) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and Holders and the HoldersTrustee, on the other hand: (i) for purposes of the relevant Guarantee, (x) the maturity of the Obligations guaranteed hereby Guaranteed by such Guarantee may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee hereinArticle VI, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and thereby, and (yii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) such Obligations shall forthwith become due and payable by the such Guarantor for the purposes of this such Guarantee. (he) The Guarantees shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment, or any part thereof, of principal of or interest on any of the Notes is rescinded or must otherwise be returned by the Holders or the Trustee upon the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, all as though such payment had not been made. (f) Each Guarantor also agrees shall be subrogated to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or rights of the Holders against the Company in enforcing respect of any rights under amounts paid by such Guarantor pursuant to the provisions of the Guarantees or this SectionIndenture; provided, however, that a Guarantor shall not be entitled to enforce or to receive any payments until the principal of and interest on all Notes issued hereunder shall have been paid in full.

Guarantees. (a) Each Guarantor hereby fullyof AOL and Historic TW hereby, jointly and severally, unconditionally and irrevocably guaranteesguarantees to the Administrative Agent, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder for the ratable benefit of the Notes Lenders and their respective successors, indorsees, transferees and assigns, the Trustee prompt and complete payment and performance by the full and punctual payment Designated Borrowers when due, due (whether at the stated maturity, by acceleration, by redemption, by repurchase, acceleration or otherwise, ) of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company under this Second Supplemental Indenture (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article VI notwithstanding any extension or renewal of any Obligation. (b) Each Guarantor waives presentation to, demand of payment from Time Warner hereby unconditionally and protest irrevocably guarantees to the Company Administrative Agent, for the ratable benefit of any the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by TWIFL when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the CompanyTWIFL. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of TBS and TWCI hereby, jointly and severally, unconditionally and irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by Historic TW when due (whether at the stated maturity, by acceleration or otherwise) of its obligations and not a guarantee of collectionliabilities under this Guarantee (the "Historic TW Obligations") and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligationsincluding under Section 2(a) hereof. (d) The This Guarantee shall remain in full force and effect until the Obligations are paid in full, no Letter of each Guarantor hereunder Credit shall not be subject to any reduction, limitation, impairment or termination for any reason outstanding (other than payment unless such Letter of Credit is cash collateralized in accordance with Section 2.05(c) of the Obligations in full)Credit Agreement) and the Commitments are terminated, including any claim of waiver, release, surrender, alteration notwithstanding that from time to time prior thereto either one or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason both of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not Designated Borrowers may be discharged or impaired or otherwise affected by the failure of free from any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstatedwhenever, as the case may be, if at any time paymenttime, or from time to time, it shall make any part thereofpayment to the Administrative Agent or any Lender on account of its liability hereunder, of principal of or interest on any of it will notify the Obligations Administrative Agent and such Lender in writing that such payment is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwisemade under this Guarantee for such purpose. (f) In furtherance of the foregoing and not Anything herein or in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereofCredit Document to the contrary notwithstanding, upon the failure maximum liability of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to hereunder and will, upon receipt of written demand under the other Credit Documents shall in no event exceed the amount which can be guaranteed by the Trustee, forthwith pay, or cause to be paid, in cash, such Guarantor under applicable federal and state laws relating to the Holders an amount equal insolvency of debtors (after giving effect to the sum right of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by lawcontribution established in Section 3 hereof). (g) Each Guarantor further agrees thatNo payment or payments made by either of the Designated Borrowers, as between such Guarantorany of the Guarantors, on any other guarantor or any other Person or received or collected by the one handAdministrative Agent or any Lender from either of the Designated Borrowers, and any of the HoldersGuarantors, on the any other hand, (x) the maturity guarantor or any other Person by virtue of any action or proceeding or any setoff or appropriation or payment of the Obligations guaranteed hereby may shall be accelerated as provided in this Second Supplemental Indenture and deemed to modify, reduce, release or otherwise affect the Original Indenture for the purposes liability of its Guarantee hereinany Guarantor hereunder who shall, notwithstanding any stay, injunction such payment or payments (other prohibition preventing than payments made by such acceleration Guarantor in respect of the Obligations guaranteed hereby and (y) or payments received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations and, in the event case of any such declaration of acceleration TBS and TWCI, the Historic TW Obligations, up to the maximum liability of such ObligationsGuarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding (unless such Obligations (whether or not due Letter of Credit is cash collaterized in accordance with Section 2.05(c) of the Credit Agreement) and payable) shall forthwith become due and payable by the Guarantor for the purposes of this GuaranteeCommitments are terminated. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. (a) Each Guarantor hereby fullyThe Company will not permit (i) any of its Wholly Owned Subsidiaries that are Restricted Subsidiaries or (ii) any of its other Restricted Subsidiaries if such Restricted Subsidiaries Guarantee any other capital markets debt securities or any syndicated bank indebtedness of the Company or any Restricted Subsidiary, unconditionally and irrevocably guaranteesin each case, as primary obligor and not merely as surety, jointly and severally with each other than a Note Guarantor, to each Holder Guarantee the payment of the Notes and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, of the principal of, premium, if any, and interest on the Notes and all other obligations any Indebtedness of the Company under or any other Guarantor unless such Restricted Subsidiary within 30 days (i) executes and delivers a supplemental indenture to this Second Supplemental Indenture providing for a Note Guarantee by such Restricted Subsidiary and (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (ii) executes and delivers a supplement or joinder to the extent permitted by law) that the Obligations may be extended Security Documents, or renewed, in whole or in part, without notice or further assent from itexecutes and delivers new Security Documents, and that it will remain bound any Intercreditor Agreement and takes all actions required thereunder to perfect the Liens created thereunder; provided that: (1) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Note Guarantee, any such Guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to any such Note Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor’s Note Guarantee of the Notes; and (2) if the Notes or such Guarantor’s Note Guarantee are subordinated in right of payment to such Indebtedness, the Note Guarantee under this Article VI notwithstanding any extension the supplemental indenture shall be subordinated to such Restricted Subsidiary’s Guarantee with respect to such Indebtedness substantially to the same extent as the Notes or renewal of any Obligationthe Guarantor’s Note Guarantee are subordinated to such Indebtedness. (b) Each Guarantor waives presentation to, demand of payment from Any Restricted Subsidiary providing a Note Guarantee in accordance with this Section 4.17 will (i) waive and protest to the Company of will not in any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any manner whatsoever claim or demand take the benefit or to enforce advantage of, any right rights of reimbursement, indemnity or remedy subrogation or any other rights against the Company or any other person Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Note Guarantee until payment in full of obligations under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; and (bii) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or deliver to the Trustee for an Opinion of Counsel to the Obligations effect that (A) such Note Guarantee has been duly executed and authorized, and (B) such Note Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or any Guarantor; similar laws (eincluding, without limitation, all laws relating to fraudulent transfers) the failure and except insofar as enforcement thereof is subject to general principals of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Companyequity. (c) Each Guarantor further agrees that its Guarantee herein constitutes a Notwithstanding the foregoing, this Section 4.17 shall not be applicable (i) to any guarantee of payment when due any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, or (and not a guarantee of collectionii) and waives any right to require in the event that any resort be had by any Holder to any security held for payment the Note Guarantee of the ObligationsCompany’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law through the use of commercially reasonable efforts by the Company or such Subsidiary. (d) The Obligations If any Guarantor becomes an Immaterial Subsidiary, the Company shall have the right, by execution and delivery of each a supplemental indenture to the Trustee, to cause such Immaterial Subsidiary to cease to be a Guarantor, subject to the requirement in Section 4.17(a) that such Subsidiary shall be required to become a Guarantor hereunder if it ceases to be an Immaterial Subsidiary (except that if such Subsidiary has been properly designated as an Unrestricted Subsidiary it shall not be subject so required to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any become a Guarantor or would otherwise operate as execute a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by lawsupplemental indenture). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. (a) Each Guarantor hereby fullyThe Seller shall use its commercially reasonable efforts to obtain the release of each guarantee, unconditionally and irrevocably guaranteesassurance, as primary obligor and not merely as suretyletter of credit, jointly and severally with each other Guarantor, to each Holder co-borrowing arrangement or similar obligation of the Notes Companies or the Company Subsidiaries for the benefit of the Seller or any of its Affiliates (other than the Companies and the Trustee Company Subsidiaries) (the full and punctual payment when due“Guarantees”) on or prior to the Closing Date, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, including the Guarantees listed on Section 5.11(a) of the principal Disclosure Schedule. Such efforts shall include offering its own guarantee in substitution for, and on at least substantially the same terms of, premiumany Guarantee. The Seller shall indemnify, if anydefend and hold harmless the Purchasers and their Affiliates (including, after the Closing, the Companies and interest on the Notes and all other obligations of the Company under this Second Supplemental Indenture Subsidiaries) against and reimburse the Purchasers and their Affiliates (all including, after the foregoing being hereinafter collectively called Closing, the “Obligations”). Each Guarantor further agrees (Companies and the Company Subsidiaries) to the extent permitted by lawany Guarantee is called upon and the Purchasers or any of their Affiliates (including, after the Closing, the Companies and the Company Subsidiaries) that the Obligations may be extended make any payment or renewedare obligated to reimburse, in whole or in parteach case after the Closing, without notice or further assent from it, and that it will remain bound under this Article VI notwithstanding any extension or renewal of any Obligationthe party issuing the Guarantee. (b) Each Guarantor waives presentation to, demand of payment from and protest The Purchasers shall use their commercially reasonable efforts to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) obtain the release of any security held by any Holder each guarantee, assurance, letter of credit, co-borrowing arrangement or similar obligation of the Trustee Seller for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership benefit of the Company. (cCompanies and the Company Subsidiaries listed on Section 5.11(b) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. Disclosure Schedule (dthe “Seller Guarantees”) The Obligations of each Guarantor hereunder on or prior to the Closing Date. Such efforts shall not be subject include offering their own guarantee in substitution for, and on at least substantially the same terms of, any Seller Guarantee. Except with respect to any reductionliabilities allocated to the Seller pursuant to Section 5.13, limitationthe Purchasers shall indemnify, impairment or termination for any reason defend and hold harmless the Seller and its Affiliates (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, Companies and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. Subsidiaries) against and reimburse the Seller and its Affiliates (f) In furtherance of other than the foregoing Companies and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (iSubsidiaries) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, any Seller Guarantee is called upon and the Holders, on Seller or any of its Affiliates (other than the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture Companies and the Original Indenture for Company Subsidiaries) makes any payment or is obligated to reimburse, in each case after the purposes of its Guarantee hereinClosing, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in party issuing the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Seller Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. At or prior to the Closing, Buyer shall at its sole expense use its commercially reasonable efforts to (a) Each Guarantor hereby fullyarrange for substitute letters of credit, unconditionally Buyer guarantees and irrevocably guaranteesother obligations to replace the outstanding letters of credit, as primary obligor guarantees and not merely as surety, jointly and severally with each other Guarantor, to each Holder contractual obligations entered into by or on behalf of Seller or any other member of the Notes Seller Group in connection with or relating to the TMA Business, including the Transferred Assets and the Trustee Transferred Contracts (but, for the full and punctual payment when dueavoidance of doubt, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, not in connection with any of the principal ofExcluded Assets or Excluded Liabilities) (collectively, premium, if any, and interest the “Guarantees”) that are listed on the Notes and all other obligations Section 5.9 of the Company Seller Disclosure Schedule or (b) assume all obligations under this Second Supplemental Indenture (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (each such Guarantee, in each case, to the extent permitted by lawrelating to obligations under such Guarantees that constitute Assumed Liabilities, and use (i) that with respect to the Obligations may be extended Guarantees listed under the heading “Bank Guarantees” on Section 5.9 of the Seller Disclosure Schedule, reasonable best efforts or renewed(ii) with respect to the Guarantees listed under the heading “Parent Guarantees for Customer Contract Performance” on Section 5.9 of the Seller Disclosure Schedule, commercially reasonable efforts, in whole each case to obtain from the creditor or in partother counterparty a full and irrevocable release of Seller and the other members of the Seller Group that are liable, without notice directly or further assent from itindirectly, and that it will remain bound under this Article VI notwithstanding any extension or renewal of any Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest for reimbursement to the Company creditor or fulfillment of any of other Liabilities to a counterparty in connection with such Guarantees. Buyer further agrees that to the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company extent Seller or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any member of the terms Seller Group incurs any cost or provisions expense, or is required to make any payment, in connection with such Guarantees on or after the Closing, Buyer shall indemnify and hold harmless Seller and the other members of this Second Supplemental Indenturethe Seller Group against, and reimburse Seller and the Notes other members of the Seller Group for, any and all amounts so paid, including costs or expenses in connection with such Guarantees, including Seller’s and any the other agreement; members of the Seller Group’s expenses in maintaining such Guarantees on or after the Closing (d) the release of any security held by any Holder or the Trustee and, for the Obligations avoidance of doubt, all such amounts paid or payable and all such costs and expenses shall be Assumed Liabilities) whether or not any Guarantor; (e) the failure of any Holder such Guarantees is drawn upon or required to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. (d) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromiseperformed, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to promptly pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law)Guarantees that is called upon. (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. (a) Each Subject to this Article Fourteen, to the extent provided for in any series of Securities under this Indenture, each Guarantor hereby fully, jointly and severally irrevocably and unconditionally and irrevocably guaranteesGuarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder of the Notes and to the Trustee and its successors and assigns (a) the full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by redemption, by repurchase, redemption or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, and of or interest on the Notes Securities and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Second Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from iteach such Guarantor, and that it will each such Guarantor shall remain bound under this Article VI Fourteen notwithstanding any extension or renewal of any Guaranteed Obligation. . Subject to this Article Fourteen, to the extent provided for in any series of Securities under this Indenture, the Parent Guarantor hereby jointly and severally irrevocably and unconditionally Guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of or interest on the Securities and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other Guaranteed Obligations under this Indenture and the Securities. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, and that the Parent Guarantor shall remain bound under this Article Fourteen notwithstanding any extension or renewal of any Guaranteed Obligation. Each of the Guarantors and the Parent Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each of the Guarantors and the Parent Guarantor waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of each of the Guarantors and the Parent Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other person Person under this Second Supplemental Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreementthereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantorof them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other Guarantorguarantor of the Guaranteed Obligations; or (f) any change in the ownership of such Guarantor or the Parent Guarantor, except as provided in Section 14.03. Each of the Guarantors and the Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors and the Parent Guarantor, such that such Guarantor’s obligations or the Parent Guarantor’s obligations would be less than the full amount claimed. Each of the Guarantors and the Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company. (c) ’s or such Guarantor’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor or the Parent Guarantor hereunder. Each of the Guarantors and the Parent Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Guarantor or the Parent Guarantor. Each of the Guarantors and the Parent Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. (d) The Obligations . Except as expressly set forth in Sections 13.02, 14.02 and 14.03, the obligations of each of the Guarantors and the Parent Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors and the Parent Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful wilful or otherwise, in the performance of the Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or the Parent Guarantor or would otherwise operate as a discharge of such any Guarantor or the Parent Guarantor as a matter of law or equity. (e) . Each of the Guarantors and the Parent Guarantor agrees that its Guarantee is a continuing Guarantee and shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each of the Guarantors and the Parent Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (f) . In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor or the Parent Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any of the Obligations Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each of the Guarantors and the Parent Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (ia) the unpaid principal amount of such Obligations then due and owing and Guaranteed Obligations, (iib) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law). ) and (gc) all other monetary obligations of the Company to the Holders and the Trustee. Each of the Guarantors and the Parent Guarantor further agrees that, as between such Guarantorit, on the one hand, and the HoldersHolders and the Trustee, on the other hand, (xa) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture Article Five for the purposes of its any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby hereby, and (yb) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Article Five, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor or the Parent Guarantor for the purposes of this Guarantee. (h) Section 14.01. Each of the Guarantors and the Parent Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or the Holders any Holder in enforcing any rights under this SectionSection 14.01. Upon request of the Trustee, each of the Guarantors and the Parent Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. With effect as of the Closing Date and subject to Closing occurring, the Purchaser hereby assumes (i) all the obligations and liabilities relating to any guarantees, surety for payment, performance bonds, comfort letters and other security interests of any kind (including those for old-age partial retirement (Altersteilzeit) and customs) which the Seller's Group, or any Third Party on behalf of any member of the Seller's Group, has provided or will provide prior to the Closing Date, including those which are listed in Exhibit 14.3 (a), in favor of, or on behalf of, any Group Company to banks, other financial institutions, suppliers, customers or other Third Parties (the "Seller's Guarantees") Each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor (ii) shall indemnify and not merely as surety, jointly and severally with each other Guarantor, to each Holder hold harmless the relevant members of the Notes Seller's Group from any obligations and liabilities arising under or in connection with the Trustee the full and punctual payment when dueSeller's Guarantees. The Purchaser shall further, whether at maturity, by acceleration, by redemption, by repurchase, prior to or otherwise, of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company under this Second Supplemental Indenture (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (Closing Date, to the extent permitted by law) that the Obligations may be extended relevant members of the Seller's Group are not released from any Seller's Guarantees other than those from which the Seller and its Affiliates have been released in accordance with this Section or renewedsuch release is not evidenced, prior to or on the Closing Date, by documents reasonably acceptable to the Seller, without the Seller having waived the fulfillment of such obligation, provide an unconditional and irrevocable bank guarantee issued by a first class (A rated) European or US bank of international standing and payable upon first demand, in whole or in part, without notice or further assent from it, form and that it will remain bound under this Article VI notwithstanding any extension or renewal of any Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest substance reasonably acceptable to the Company of any Seller (the "Purchaser's Bank Guarantee"), for each of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change relevant Seller's Guarantees in the ownership of the Company. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. (d) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum aggregate (actual or contingent) liability of (i) the unpaid amount of Seller's Group under such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only Seller's Guarantees as notified to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable Purchaser by the Guarantor for Seller no later than five Business Days prior to the purposes of this GuaranteeClosing Date. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. (a) Each Subject to Section 6 hereof, each Guarantor hereby fullyabsolutely, unconditionally and irrevocably guaranteesguarantees (each, as primary obligor a “Guarantee”), on a joint and not merely as surety, jointly and severally with each other Guarantorseveral basis, to each Holder of 2019 Notes (including each Holder of 2019 Notes issued under the Notes Indenture after the date of this Amendment No. 3) and to the Trustee and its successors and assigns on a senior basis, irrespective of the validity and enforceability of the Indenture, the 2019 Notes or the obligations of the Company hereunder or thereunder (i) the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, of all monetary obligations of the principal of, premium, if any, Company under the Indenture (including obligations to the Trustee) and interest on (ii) the Notes full and punctual performance within applicable grace periods of all other obligations of the Company under this Second Supplemental Indenture (all the foregoing being hereinafter collectively called the “Obligations”)Indenture. Each Guarantor further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence of any action to enforce the same, the recovery of any judgment against the Company (except to the extent permitted by lawsuch judgment is paid) or any waiver or amendment of the provisions of the Indenture or the 2019 Notes to the extent that the Obligations may any such action or any similar action would otherwise constitute a legal or equitable discharge or defence of such Guarantor (except that such waiver or amendment shall be extended or renewed, effective in whole or in part, without notice or further assent from it, and that it will remain bound under this Article VI notwithstanding any extension or renewal of any Obligationaccordance with its terms). (b) Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor waives presentation further agrees that its Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Subject to this Section 2 and Section 5 and 6 hereof, the Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the 2019 Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the 2019 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. Without limiting the generality of the foregoing, each Guarantor’s liability under this Guarantee shall extend to all obligations under the 2019 Notes and the Indenture (including, without limitation, interest, fees, costs and expenses) that would be owed but for the fact that they are unenforceable or not allowable due to any proceeding under bankruptcy law involving the Company or any Guarantor. Each Guarantor further agrees to waive presentment to, demand of payment from and protest to the Company of any of the Obligations its Guarantee, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment. Each Guarantor waives notice non-payment, the filing of any default under claims with a court in the Notes event of merger or bankruptcy of the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce Company and any right or remedy to require a proceeding first against the Company or any other person under this Second Supplemental Indenture, Person. The obligations of a Guarantor shall not be affected by any failure or policy on the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any part of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against under the Indenture or the 2019 Notes of any other Guarantor; or (f) any change series. Subject to Section 5 hereof, each Guarantor covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the ownership of 2019 Notes and the Company. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the ObligationsIndenture. (d) The Obligations obligation of each a Guarantor to make any payment hereunder shall not may be subject to any reduction, limitation, impairment or termination for any reason (other than payment of satisfied by causing the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes Company or any other agreement, Guarantor to make such payment. If any Holder of any 2019 Notes or the Trustee is required by any waiver court or modification of any thereof, by any default, failure otherwise to return to the Company or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or any such Guarantor as a matter any amount paid by any of law them to the Trustee or equitysuch Holder, any applicable Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor further also agrees that its Guarantee herein shall continue to be effective or be reinstated, as pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the case may be, if at any time payment, Trustee or any part thereof, Holder of principal of or interest on 2019 Notes in enforcing any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwisetheir respective rights under its Guarantee. (f) In furtherance Each Guarantor agrees that it will not be entitled to any right of the foregoing and not subrogation in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, relation to the Holders an amount equal to of the sum 2019 Notes in respect of (i) the unpaid amount any obligations guaranteed hereby until payment and performance in full of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the HoldersHolders of the 2019 Notes and the Trustee, on the other hand, (x1) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in this Second Article VII of the First Supplemental Indenture and the Original Indenture for the purposes of its Guarantee hereinthis Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby hereby, and (y2) in the event of any such declaration of acceleration of such Obligationsobligations as provided in Article VII of the First Supplemental Indenture, such Obligations obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantor Guarantors for the purposes purpose of this Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders of the 2019 Notes under the Guarantee. (hg) Each Guarantor also agrees Any term or provision of this Amendment No. 3 to pay any the contrary notwithstanding, the maximum aggregate amount of a Guarantor’s Guarantee shall not exceed the maximum amount that will, after giving effect to such maximum amount and all reasonable costs other contingent and expenses (including reasonable attorneys’ fees) incurred fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the Trustee or the Holders in enforcing any rights obligations of such other Guarantor under this SectionSection 2, result in the obligations of such Guarantor under its Guarantee not constituting either a fraudulent transfer or conveyance or voidable preference, financial assistance or improper corporate benefit, or violating the corporate purpose of the relevant Guarantor or any applicable capital maintenance or similar laws or regulations affecting the rights of creditors generally under any applicable law or regulation.

Guarantees. (a) Each Guarantor hereby fullyof the Company’s Subsidiary Guarantors, unconditionally jointly and irrevocably guaranteesseverally, and, as a primary obligor and not merely as surety, jointly absolutely, unconditionally and severally with each other Guarantorirrevocably guarantees, subject to each Holder of the Notes and First Lien/Second Lien/Third Lien Intercreditor Agreements, the Trustee the full and punctual prompt payment when due, whether at maturityStated Maturity, by acceleration, by redemption, by repurchase, upon acceleration or otherwise, of the principal ofand at all times thereafter, premium, if any, and interest on the Notes and all other obligations Obligations of the Company under this Second Supplemental Lien Indenture and the New Second Lien Secured Notes and all reasonable fees and documented costs and expenses incurred by the Second Lien Trustees and the Collateral Agent in endeavoring to collect all of any part of the Obligations from, or in prosecuting any action against the Company or any Subsidiary Guarantor to the Holders, the Second Lien Trustees and the Collateral Agent (all the foregoing such Obligations guaranteed by such Subsidiary Guarantors being hereinafter collectively herein called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, renewed in whole or in part, part without notice to or further assent from it, and that it will remain remains bound under this Article VI upon its guarantee notwithstanding any such extension or renewal of any Obligationrenewal. (b) Each Subsidiary Guarantor waives (to the extent lawful) presentation to, demand of of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives (to the extent lawful) notice of protest for nonpayment. Each Subsidiary Guarantor waives (to the extent lawful) notice of any default under the New Second Lien Secured Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. (c) Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. (d) The Obligations Except as set forth in Section 4.09. Section 10.02 and Article VIII, the obligations of each Subsidiary Guarantor hereunder shall will not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall will not (to the extent lawful) be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall will not (to the extent lawful) be discharged or impaired or otherwise affected by (i) the failure of any Holder or the Second Lien Trustees to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Second Supplemental Lien Indenture, the New Second Lien Secured Notes or any other agreementagreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, by any waiver waiver, amendment or modification of any thereofof the terms or provisions of this Second Lien Indenture, the New Second Lien Secured Notes, the Security Agreements or any other Second Lien Documents; (iv) the release of any security held by any Holder, any Second Lien Trustee or the Collateral Agent for the Guaranteed Obligations or any of them; (v) the failure of any Holder, the Second Lien Trustees or the Collateral Agent to exercise any right or remedy against any other Subsidiary Guarantor; (vi) any change in the ownership of the Company; (vii) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, ; or by (viii) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. (e) Each Subsidiary Guarantor agrees that its Subsidiary Guarantee herein will remain in full force and effect until payment in full of all the Guaranteed Obligations or such Subsidiary Guarantor is released from its Subsidiary Guarantee in compliance with Section 4.09, Section 10.02 and Article VIII. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall will continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of of, premium, if any, or interest on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder Holder, the Second Lien Trustees or the Collateral Agent upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder Holder, any of the Second Lien Trustees or the Collateral Agent has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay any of the Guaranteed Obligations when and as the same shall will become due, whether at maturity, by acceleration, by redemption, by repurchase redemption or otherwise, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the TrusteeSecond Lien Trustees, forthwith pay, or cause to be paid, in cash, to the applicable Second Lien Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Company or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). (g) Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby by this Guarantee may be accelerated as provided in this Second Supplemental Indenture and the Original Lien Indenture for the purposes of its Subsidiary Guarantee hereinin this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby by this Guarantee and (yii) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Subsidiary Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. No Obligor shall, directly or indirectly, guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the Indebtedness, performance, obligations or dividends of any Person, except: (a) Each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder guarantees by any Obligor or any Subsidiary of an Obligor of the Notes Obligations in favor of Agent and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company under this Second Supplemental Indenture (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article VI notwithstanding any extension or renewal of any Obligation.Secured Parties; (b) Each Guarantor waives presentation to, demand of payment from and protest to the Company guarantees by any Obligor of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes Indebtedness permitted by Section 9.10 hereof, which guarantees shall be unsecured or the Obligations. The obligations of each Guarantor hereunder shall not be affected secured only by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; Excluded Property; (c) guarantees by any rescissionObligor (other than Parent) of the Indebtedness, waiverperformance, amendment obligations or modification dividends of any Subsidiary of the terms Parent (other than Excluded Subsidiaries), to any third party, provided, that, such guarantees shall be unsecured or provisions of this Second Supplemental Indenture, the Notes or any other agreement; secured only by Excluded Property; (d) guarantees by Parent of the release Indebtedness, performance, obligations or dividends of any security held Subsidiary of Parent (other than Excluded Subsidiaries), provided, that, such guarantees shall be unsecured or secured only by any Holder Excluded Property or the Trustee Letters of Credit issued for the Obligations or any Guarantor; account of Parent; (e) guarantees by Obligors of the failure Indebtedness, performance, obligations or dividends of any Holder to exercise any right Excluded Subsidiary, provided, that, (i) such guarantees shall be unsecured or remedy against any other Guarantor; or secured only by Excluded Property, and (ii) in no event shall the aggregate principal amount of the liability of Obligors under such guarantees during the term of this Agreement exceed $25,000,000; (f) any change in the ownership of the Company. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. (d) The Obligations of each Guarantor hereunder shall not be subject to any reductionguarantee, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes comfort letter or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful agreement (contingent or otherwise) to purchase, in the performance repurchase or otherwise acquire obligations of the Obligationsa Financing Subsidiary, or by any other act to provide funds for the payment or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter obligation (whether in the form of law loans, advances, stock purchases, capital contributions or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time paymentotherwise), or to maintain the solvency or any part thereofbalance sheet or other financial condition of a Financing Subsidiary, in any such case if the purpose or intent of principal such agreement is to provide assurance that such obligation will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of or interest on any of the Obligations is rescinded or must otherwise such obligation will be restored protected against loss in respect thereof by any Holder upon the bankruptcy Obligor so long as such guarantee, comfort letter or reorganization of the Company other agreement is unsecured and is required or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor mandated by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law).a Governmental Authority; and (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this GuaranteeCS Securitization Undertakings. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. (a) Each Guarantor This Security may after the date hereof be entitled to certain Guarantees made for the benefit of the Holders. Reference is hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, made to each the Indenture for the terms of any Guarantee. The Company will furnish to any Holder of record of Securities upon written request and without charge a copy of the Notes and Indenture. A-9 [Form of Notation on Security Relating to Guarantee] SENIOR GUARANTEE The Guarantor (as defined in the Trustee Indenture referred to in the full Security upon which this notation is endorsed) hereby unconditionally guarantees on a senior basis (such guarantee by each Guarantor being referred to herein as the "Guar- ▇▇▇▇▇") the due and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, of the principal of, premium, if any, and interest and Additional Interest, if any, on the Notes Securities, whether at matu- rity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium and interest and Additional Interest, if any, on the Securities, and the due and punctual performance of all other obligations ob- ligations of the Company under this Second Supplemental Indenture (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (to the extent permitted by law) that Holders or the Obligations may be extended or renewedTrustee, all in whole or accordance with the terms set forth in part, without notice or further assent from it, and that it will remain bound under this Article VI notwithstanding any extension or renewal of any Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Company of any Ten of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the ObligationsIndenture. The obligations of each the Guarantor hereunder to the Holders of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to such Indenture for the precise terms of the Guarantee therein made. The Guarantee shall not be affected by (a) the failure of any Holder to assert any claim valid or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. (d) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination obligatory for any reason (other than payment purpose until the cer- tificate of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, authentication on the one hand, and Securities upon which the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) is noted shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred have been executed by the Trustee or under the Holders Indenture by the manual sig- nature of one of its authorized officers. This Guarantee shall be governed by and construed in enforcing any rights under this Section.accordance with the laws of the State of New York without regard to principles of conflicts of law. This Guarantee is subject to release upon the terms set forth in the Inden- ture. Newport News Shipbuilding and Dry Dock Company By: ________________________________________ Name: Title:

Guarantees. (a) Each Guarantor ▇▇▇▇ & ▇▇▇▇▇▇ Canada hereby fullyabsolutely, unconditionally and irrevocably guaranteesguarantees to the Administration Agent and the Lenders the due and punctual performance, as primary obligor satisfaction, payment and not merely as surety, jointly and severally with each other Guarantor, to each Holder discharge of the Notes and the Trustee the full and punctual following: (i) all payment when due, obligations (whether at stated maturity, by acceleration, by redemption, by repurchase, acceleration or otherwise, ) of the principal ofLimited Partnership hereunder under the Operating Facility, premiumwhether for principal, if anyinterest, fees, expenses, indemnity or otherwise; (ii) all covenants and interest on the Notes and all other obligations of the Company Limited Partnership on its part to be performed or observed under this Second Supplemental Indenture Agreement; and (iii) all obligations of the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (Limited Partnership to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound Lenders under this Article VI notwithstanding any extension or renewal of any ObligationTreasury Contracts (including Treasury Contract Breakage Costs). (b) Each Guarantor waives presentation toThe Limited Partnership hereby absolutely, demand of payment from unconditionally and protest irrevocably guarantees to the Company of any Administration Agent and the Lenders the due and punctual performance, satisfaction, payment and discharge of the Obligations and also waives notice following: (i) all payment obligations (whether at stated maturity, by acceleration or otherwise) of protest for nonpayment. Each Guarantor waives notice of any default ▇▇▇▇ & Talbot Canada hereunder under the Notes Acquisition Facility, whether for principal, interest, fees, expenses, indemnity or the Obligations. The otherwise; (ii) all covenants and other obligations of each Guarantor hereunder shall not ▇▇▇▇ & ▇▇▇▇▇▇ Canada as the Acquisition Borrower on its part to be affected by (a) the failure of any Holder to assert any claim performed or demand or to enforce any right or remedy against the Company or any other person observed under this Second Supplemental Indenture, Agreement; and (iii) all obligations of ▇▇▇▇ & Talbot Canada to the Notes or any other agreement or otherwise; Lenders under Treasury Contracts (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Companyincluding Treasury Contract Breakage Costs). (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the ObligationsLand Trustee and Finance LP hereby absolutely, unconditionally and irrevocably guarantees to the Administration Agent and the Lenders the due and punctual performance, satisfaction, payment and discharge of the following: (i) all payment obligations (whether at stated maturity, by acceleration or otherwise) of the Borrowers hereunder under the Credit Facilities, whether for principal, interest, fees, expenses, indemnity or otherwise; (ii) all covenants and other obligations of each of ▇▇▇▇ & ▇▇▇▇▇▇ Canada and the Limited Partnership on their part to be performed or observed under this Agreement; and (iii) all obligations of each of ▇▇▇▇ & Talbot Canada and the Limited Partnership to the Lenders under Treasury Contracts (including Treasury Contract Breakage Costs). (d) The Obligations of each Guarantor hereunder shall not be subject to any reductionIn this Article 10, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing▇▇▇▇ & ▇▇▇▇▇▇ Canada, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental IndentureLimited Partnership, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in Land Trustee and Finance LP are collectively called the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand“Guarantors”, and the Holders, on obligations guaranteed by each of the other handGuarantors as set out in paragraphs (a), (xb) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (yc) in above are called the event of any such declaration of acceleration of such “Guaranteed Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee”. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. (a) Each Guarantor hereby fully, The First Lien Notes and all obligations under the indenture related thereto will be unconditionally guaranteed by each existing and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder subsequently acquired or organized wholly owned domestic subsidiary of the Notes Issuer (the “Note Guarantors”), subject to exceptions consistent with the Documentation Precedent and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, of the principal of, premiumothers, if any, and interest to be set forth in the definitive documentation, on a senior first-priority secured basis (the Notes “Note Guarantees”). The Note Guarantees will rank pari passu in all respects, including in right of payment, with all obligations under the Credit Agreement and all other obligations senior indebtedness of the Company under this Second Supplemental Indenture (Note Guarantors. The Note Guarantees will be guarantees of payment and performance and not of collection. Security: Subject to the limitations set forth below and limitations consistent with the Documentation Precedent, the First Lien Notes and the Note Guarantees will be secured by a first-priority security interest in substantially all the foregoing being hereinafter collectively called owned material assets of the Issuer and each Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “ObligationsCollateral”). Each , including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any Note Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewedwhich pledge, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article VI notwithstanding any extension or renewal the case of any Obligation. foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary) (b) Each a lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each Note Guarantor waives presentation (including, but not limited to, demand accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of payment from and protest obtaining such a security interest are excessive in relation to the Company value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), and (z) other exceptions consistent with the Documentation Precedent; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Documentation Precedent. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Caesars Entertainment Corporation or any of its subsidiaries or affiliates as manager of any of the Obligations and also waives notice PropCo facilities without the prior written consent of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the ObligationsPropCo. The obligations of relative rights and priorities in the Collateral for each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, Credit Agreement and the First Lien Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change will be set forth in the ownership of the Company. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. (d) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees thatFirst Lien Intercreditor Agreement, as between such Guarantorthe administrative agent for the Credit Agreement, on the one hand, and the Holderstrustee for the First Lien Notes, on the other hand, (x) which intercreditor agreement shall provide that the maturity of indebtedness outstanding under the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture Credit Agreement and the Original Indenture for the purposes of its Guarantee hereinFirst Lien Notes vote together as one class and are pari passu in all respects, notwithstanding any stay, injunction or other prohibition preventing such acceleration including in respect of directing the Obligations guaranteed hereby collateral agent thereunder. The relative rights and (y) priorities in the event Collateral for each of any such declaration of acceleration of such Obligationsthe Credit Agreement, such Obligations (whether or not due the First Lien Notes and payable) shall forthwith become due and payable by the Guarantor Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreement, as between the collateral agent for the purposes of this GuaranteeCredit Agreement and the First Lien Notes, on the one hand, and the collateral agent for the Second Lien Notes, on the other hand. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. (a) Each Subject to Section 3.03 hereof, the Guarantor hereby fully, irrevocably and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder of the Notes and the Trustee and their successors and assigns (i) the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase, acceleration or otherwise, of all obligations of the Company under the Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, premium, if any, and or interest on the Notes and all other monetary obligations of the Company under this Second Supplemental the Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under the Indenture and the Notes, on the terms set forth in the Indenture (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each The Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from itthe Guarantor, and that it will the Guarantor shall remain bound under this Article VI III notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Subject to Section 3.03 hereof, the Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each The Guarantor waives notice of any default Default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. (c) Each Subject to Section 3.03 hereof, the Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. (d) The Obligations Except as expressly set forth in Sections 3.02 or 3.03 hereof, the obligations of each the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Subject to Sections 3.02 and 3.03 hereof, the Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Subject to Section 3.03 hereof, the Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time paymentpayment of, or any part thereof, of principal of or interest on any of the Obligations Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or any of its Subsidiaries or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any the Guarantor by virtue hereof, but subject to Section 3.03 hereof, upon the failure of the Company to pay the principal of or interest on any of the Obligations Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase redemption or otherwise, each or to perform or comply with any other Guaranteed Obligation, the Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations then due and owing and Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by applicable law)) and (iii) all other monetary obligations of the Company to the Trustee. (g) Each Subject to Section 3.03 hereof, the Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Trustee in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. The Guarantor further agrees that, as between such Guarantorit, on the one hand, and the HoldersTrustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and Section 6.02 of the Original Indenture for the purposes of its any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby hereby, and (yii) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Section 6.02 of the Original Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this GuaranteeSection 3.01. (h) Each Subject to Section 3.03 hereof, the Guarantor also agrees to pay any and all reasonable fees, costs and expenses (including reasonable and documented attorneys’ feesfees and expenses) incurred by the Trustee or the Holders any Holder in enforcing any rights under this SectionSection 3.01.

Guarantees. (a) Each The Guarantor hereby fully, fully and unconditionally and irrevocably guarantees, as primary obligor and not merely as suretyon an unsecured, jointly and severally with each other Guarantor, senior basis to each Holder of the Notes and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest and premium and Additional Amounts, if any, on the Notes when due, whether at maturity, by acceleration, by redemption, by repurchase, redemption or otherwise, and all other monetary obligations of the principal of, premium, if any, Company under the Original Indenture and interest on this Fifth Supplemental Indenture with respect to the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Original Indenture and this Second Fifth Supplemental Indenture with respect to the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each The Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, the Guarantor and that it the Guarantor will remain bound under this Article VI Section 7.1 notwithstanding any extension or renewal of any Obligation. (b) Each obligation with respect to the Notes. The Company hereby fully and unconditionally guarantees the Guarantee of the Guarantor on an unsecured, unsubordinated basis. The Guarantor waives presentation to, demand of of, payment from and protest to the Company of any of the Guaranteed Obligations with respect to the Notes and also waives notice of protest for nonpayment. Each The Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each the Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other person Person under the Original Indenture or this Second Fifth Supplemental Indenture, Indenture with respect to the Notes or any other agreement or otherwise; (b2) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreementthereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of the Original Indenture or this Second Fifth Supplemental Indenture, Indenture with respect to the Notes or any other agreement; (d4) the release of any security held by any Holder of Notes or the Trustee for the Guaranteed Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantorthem; or (f5) except as set forth in Section 7.1.6, any change in the ownership of the Company. (c) Each Guarantor. The Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment or the Trustee. Except as expressly set forth in Section 1502 of the Obligations. (d) The Obligations Original Indenture and Sections 7.1.2 and 7.1.6 of each this Fifth Supplemental Indenture, the obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each the Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Original Indenture or this Second Fifth Supplemental Indenture, Indenture with respect to the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any the Guarantor or would otherwise operate as a discharge of such the Guarantor as a matter of law or equity. (e) Each . The Guarantor further agrees that its Guarantee herein with respect to the Notes shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of obligation with respect to the Obligations Notes is rescinded or must otherwise be restored by any Holder of Notes or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (f) . In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any the Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any of the Obligations Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase redemption or otherwise, each or to perform or comply with any other Guaranteed Obligation, the Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (iA) the unpaid amount of such Obligations then due and owing and Guaranteed Obligations, (iiB) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law). ) and (gC) Each all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. The Guarantor further agrees that, as between such Guarantorit, on the one hand, and the HoldersHolders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and Article 5 of the Original Indenture for the purposes of its Guarantee hereinthe Guarantor’s Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations with respect to the Notes guaranteed hereby hereby, and (yii) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Article 5 of the Original Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) Each Section 7.1.1. The Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders any Holder in enforcing any rights under this SectionSection 7.1.1.

Guarantees. (a) Each Guarantor hereby fullyshall use reasonable endeavors to procure, unconditionally and irrevocably at its cost, that at Closing each HI Entity is released from all guarantees, as primary obligor indemnities, surety bonds, lease sureties, letters of credit and letters of comfort (“Guarantees”) given or extended by such HI Entity on behalf of any member of Sellers’ Group and not merely as surety, jointly related to the Business and severally with each other Guarantor, to each Holder of the Notes and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, of the principal of, premium, if any, and interest on the Notes and that all other obligations of the Company HI Entities in respect thereof are terminated, with, in each case, such removal, release and termination to be in form and substance reasonably satisfactory to Buyer; provided, however, that no member of the Sellers’ Group shall be obliged to incur any cost (other than legal costs and other advisor’s fees), including without limitation pledge any assets, exercise any right of counter-claim or set-off or withhold payment of any sum in doing so. If required in order to obtain any such release, Guarantor or another member of Sellers’ Group shall enter into a Guarantee with the releasing beneficiary on substantially identical terms as the Guarantee from which an HI Entity is being released. If Guarantor has been unable to effect any such removal, release and termination with respect to any such Guarantee effective as of Closing, Guarantor agrees that after Closing it shall use its reasonable efforts, at its cost, to effect such substitution, removal and release and termination as soon as possible subject to the proviso above. Sellers covenant to pay to Buyer, by way of adjustment to the consideration paid for the Shares, such amount as is required to indemnify on an after-Tax basis and hold Buyer and its Affiliates (including the HI Entities), as applicable, harmless from and against and in respect of any and all liabilities, damages, losses, claims, proceedings, judgments and settlements (“Loss”) incurred by Buyer and its Affiliates (including the HI Entities), after Closing under this Second Supplemental Indenture (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (or pursuant to any such Guarantee to the extent permitted that (i) such Loss relates to the Retained Business and not to the Business and (ii) such Loss was not caused by law) that the Obligations may be extended and did not result from any actions of Buyer or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article VI notwithstanding any extension or renewal of any ObligationHI Entity. (b) Each Guarantor waives presentation toBuyer shall use reasonable endeavors to assist Sellers so that at Closing each member of Sellers’ Group is released from all Guarantees given by such member on behalf of any HI Entity and related to the Business and that all obligations of the Sellers’ Group in respect thereof are terminated, demand with, in each case, such removal, release and termination to be in form and substance reasonably satisfactory to Guarantor; provided, however, that Buyer shall not be obliged to incur any cost or liability (save to the extent reimbursed by Guarantor), including without limitation pledging any assets, exercise any right of counter-claim or set-off or withhold payment of any sum in doing so. If required in order to obtain any such release, Buyer shall enter into a Guarantee with the releasing beneficiary on substantially identical terms as the Guarantee from which a member of Sellers’ Group is being released. If Buyer has been unable to effect any such removal, release and termination with respect to any such Guarantee effective as of Closing, Buyer agrees that after Closing it shall use its reasonable efforts to effect such substitution, removal and release and termination as soon as possible subject to the proviso above. Buyer covenants to pay to Sellers, by way of adjustment to the consideration paid for the Shares, such amount as is required to indemnify on an after-Tax basis and hold the relevant member of the Sellers’ Group harmless from and protest against and in respect of any and all Losses incurred by such member of the Sellers’ Group, after Closing under (i) any such Guarantee (to the Company extent that (x) such Loss relates to the Business and not to the Retained Business and (y) such Loss was not caused by and did not result from any actions of any member of Sellers’ Group (or any HI Entity prior to Closing)); and (ii) any lease of real property in respect of which any member of the Obligations and also waives notice Sellers’ Group has a liability for rent as a former tenant as a consequence of protest for nonpaymenta default after Closing by any HI Entity. Each Guarantor waives notice Notwithstanding anything to the contrary in this Agreement, Sellers agree to indemnify Buyer on an after-Tax basis as follows: (i) to the extent that Buyer suffers any Loss under this Section 5.12(b) in relation to a Guarantee as a consequence of any default by an HI Entity prior to Closing, save to the extent that such default arose by reason of Buyer’s unreasonable refusal to give or unreasonable delay in giving any consent required under Section 5.2 and (ii) to the Notes or the Obligationsextent that Buyer suffers any Loss under this Section 5.12(b) in relation to a Guarantee if Closing does not occur. The obligations of each Guarantor hereunder shall Such Losses will not be affected by (a) subject to the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change limitations set forth in the ownership of the CompanyArticle VII. (c) Each Guarantor The parties shall cooperate with each other to effect the actions referred to in this Section 5.12. The parties further agrees agree that its Guarantee herein constitutes a guarantee neither party may amend the Guarantees or the obligations in respect of payment when due (and not a guarantee of collection) and waives any right to require which they are given or take other affirmative action that any resort be had by any Holder to any security held for payment would increase the costs or liabilities of the Obligationsother party without such party’s prior written consent. (d) The Obligations of each Guarantor hereunder shall not be subject to If any reductionaction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand is brought or to enforce alleged against any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance member of the ObligationsSellers’ Group, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstatedBuyer or, as the case may be, if at any time paymentHI Entity (the “Relevant Indemnified Party”) in respect of which an indemnity is to be sought from either Buyer or, or any part thereofas the case may be, of principal of or interest on any a member of the Obligations is rescinded Sellers’ Group (the “Relevant Indemnifying Party”) pursuant to this Section 5.12, the Relevant Indemnified Party shall forthwith notify the Relevant Indemnifying Party thereof and the Relevant Indemnifying Party shall have the option to assume the defense thereof. If the Relevant Indemnifying Party fails to assume such defense, it will be liable to the Relevant Indemnified Party for reasonable legal or must otherwise other expenses subsequently incurred by the Relevant Indemnified Party in connection with such defense. (e) If the Relevant Indemnifying Party gives notice to the Relevant Indemnified Party that it shall assume such defense, subject to the Relevant Indemnifying Party indemnifying the Relevant Indemnified Party in a form reasonably satisfactory to the Relevant Indemnified Party against any liability, cost, damage or expense which may be restored by incurred thereby (but without thereby implying any Holder upon admission of liability on the bankruptcy or reorganization part of the Company Relevant Indemnifying Party), the Relevant Indemnified Party shall: (i) promptly take such action and give such information and access to personnel, premises, chattels, documents and records (which if within the control of the Relevant Indemnified Party, the Relevant Indemnified Party shall procure are preserved) to Relevant Indemnifying Party and its professional advisers as Relevant Indemnifying Party may reasonably request and Relevant Indemnifying Party shall be entitled to require the Relevant Indemnified Party to take such action and give such information and assistance as it may reasonably request in order to avoid, dispute, resist, mitigate, settle, compromise, defend or otherwiseappeal any claim in respect thereof or adjudication with respect thereto; (ii) at the request of the Relevant Indemnifying Party, allow the Relevant Indemnifying Party to take the sole conduct of such actions as Relevant Indemnifying Party may deem appropriate in connection with any such assessment or claim in the name of Relevant Indemnified Party and in that connection Relevant Indemnified Party shall give or cause to be given to Relevant Indemnifying Party all such assistance as it may reasonably request in avoiding, disputing, resisting, settling, compromising, defending or appealing any such claim and shall instruct such solicitors or other professional advisors as Relevant Indemnifying Party may nominate to act on behalf of Relevant Indemnified Party but to act solely in accordance with Relevant Indemnifying Party’s instructions; and (iii) make no admission of liability, agreement, settlement or compromise with any third party in relation to any such claim or adjudication without the prior written consent of Relevant Indemnifying Party. (f) In furtherance If the Relevant Indemnified Person is a member of the foregoing and Sellers’ Group who is not in limitation either of any other right which any Holder has at law or in equity against any Guarantor by virtue hereofSellers, upon the failure of the Company Sellers shall procure that such member complies with its obligations pursuant to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. (a) Each Guarantor hereby fullyjointly and severally, irrevocably and unconditionally and irrevocably guarantees, as a primary obligor and not merely as surety, jointly and severally with each other Guarantora surety on a senior basis, to each Holder of and to the Notes Trustee (or any Paying Agent, Registrar, authenticating agent and transfer agent acting on the Trustee’s behalf), and the Trustee Trustee’s successor and assigns (or the successor and assign of any Paying Agent, Registrar, authenticating agent and transfer agent acting on the Trustee’s behalf) (i) the full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by redemption, by repurchase, redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustee (or any Paying Agent, Registrar, authenticating agent and transfer agent acting on the Trustee’s behalf) and the Notes, whether for payment of principal of, premium, if any, and or interest on in respect of the Notes and all other monetary obligations of the Company Issuer under this Second Supplemental Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from iteach such Guarantor, and that it will each such Guarantor shall remain bound under this Article VI 10 notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other person Person under this Second Supplemental Indenture, the Notes Notes, any Transaction Document, or any other agreement or otherwise; (bii) any extension or renewal of this Second Supplemental Indenture, the Notes Notes, any Transaction Document or any other agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes Notes, any Transaction Document or any other agreement; (div) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantor; (ev) the failure of any Holder or Trustee to exercise any right or remedy against any other Guarantorguarantor of the Guaranteed Obligations; or (fvi) any change in the ownership of the Companysuch Guarantor, except as provided in Section 10.02(b). (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer or any other Guarantor first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. (de) The Obligations Except as expressly set forth in Sections 8.01(b), 10.02, 10.06 and 10.08, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes Notes, any Transaction Document or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such any Guarantor as a matter of law or equity. (ef) Each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. (fg) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of or interest on any of the Obligations Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations then due and owing and Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by applicable law)) and (iii) all other monetary obligations of the Issuer to the Holders and the Trustee. (gh) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between such Guarantorit, on the one hand, and the HoldersHolders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture Article 6 for the purposes of its any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby hereby, and (yii) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Guarantor for the purposes of this GuaranteeSection 10.01. (hi) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or the Holders any Holder in enforcing any rights under this SectionSection 10.01. (j) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. (a) Each If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary on or after the date of this Indenture, then that newly acquired or created Domestic Subsidiary must become a Guarantor hereby fully, unconditionally and irrevocably guaranteesexecute a supplemental indenture and deliver an Opinion of Counsel to the Trustee within ten (10) Business Days of such acquisition or creation; provided that no Domestic Subsidiary shall be required to become a Guarantor solely as a result of the foregoing sentence so long as the total assets of all Domestic Subsidiaries (other than ▇▇▇▇ True Temper Properties Inc.) that are not Guarantors, as primary obligor reflected on their most recent balance sheets prepared in accordance with GAAP, do not in the aggregate at any time exceed $2.0 million. In addition, in the event that (i) a Default or Event of Default has occurred or (ii) ▇▇▇▇ True Temper Properties, Inc.'s total assets at any time exceed $5.0 million, as reflected on its most recent balance sheet prepared in accordance with GAAP, then, in either event, ▇▇▇▇ True Temper Properties, Inc. must become a Guarantor and not merely as surety, jointly execute a supplemental indenture and severally with each other Guarantor, deliver an Opinion of Counsel to each Holder the Trustee within five Business Days of the Notes and date of such Default or Event of Default or the Trustee the full and punctual payment when duedate of completion of such balance sheet, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company under this Second Supplemental Indenture (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article VI notwithstanding any extension or renewal of any Obligationas applicable. (b) Each Guarantor waives presentation to, demand of payment from and protest to the The Company of shall not permit any of the Obligations and also waives notice its Restricted Subsidiaries (other than ▇▇▇▇ True Temper Properties, Inc.), directly or indirectly, to guarantee any other Indebtedness of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, Restricted Subsidiary thereof unless such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes or by such Restricted Subsidiary; provided, however, that the foregoing shall not apply to any Foreign Restricted Subsidiary solely as a result of such Foreign Restricted Subsidiary guaranteeing Indebtedness of any other agreement Foreign Restricted Subsidiary. Such Note Guarantee shall be senior to or otherwise; (b) any extension or renewal pari passu with such Subsidiary's Guarantee of this Second Supplemental Indenturesuch other Indebtedness unless such other Indebtedness is Senior Debt, in which case the guarantee of the Notes or any other agreement; (c) any rescission, waiver, amendment or modification may be subordinated to the guarantee of any of such Senior Debt to the terms or provisions of this Second Supplemental Indenture, same extent as the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder are subordinated to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Companysuch Senior Debt. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collectionNotwithstanding Sections 4.18(a) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. (d) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in fullb), including any claim of waiver, release, surrender, alteration or compromise, Note Guarantee may provide by its terms that it will be automatically and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of unconditionally released and discharged under the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy circumstances described under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equitySection 10.05 hereof. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. (a) Each Guarantor hereby fullyjointly and severally, irrevocably and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder of the Notes and the Trustee and their successors and assigns (i) the full and punctual payment when due, whether at maturity, by acceleration, by redemptionif applicable, by repurchase, redemption or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, premium, if any, and or interest on on, if any, the Notes and all other monetary obligations of the Company Issuers under this Second Supplemental Indenture and the Notes (subject in the case of interest, to any right the Issuer may have to forgo or defer the payment thereof as contemplated by Section 2.02) and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes, on the terms set forth in this Indenture by executing this Indenture (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from iteach such Guarantor, and that it will each such Guarantor shall remain bound under this Article VI X notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default Default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. (d) The Obligations Except as expressly set forth in Section 10.02, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Subject to Section 10.02, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time paymentpayment of, or any part thereof, of principal of of, or interest on any of the Obligations Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwiseany of its Subsidiaries or otherwise (subject in the case of interest, to any right the Issuer may have to forgo or defer the payment thereof as contemplated by Section 2.02). (f) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of, or interest on (subject to any right the Issuer may have to forgo or defer the payment of the Obligations interest as contemplated by Section 2.02), any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemptionif applicable, by repurchase redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations then due and owing and Guaranteed Obligations, (ii) if applicable, accrued and unpaid interest (including, if applicable, deferred interest) on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by applicable law)) and (iii) all other monetary obligations of the Issuers to the Trustee. (g) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Trustee in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Subject to the inapplicability of Sections 6.01 and 6.02 as contemplated by Section 2.02, each Guarantor further agrees that, as between such Guarantorit, on the one hand, and the HoldersTrustee, on the other hand, if applicable, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture Article VI for the purposes of its any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby hereby, and (yii) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Guarantor for the purposes of this GuaranteeSection 10.01. (h) Each Guarantor also agrees to pay any and all reasonable fees, costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or the Holders any Holder in enforcing any rights under this SectionSection 10.01. (i) Each Guarantor shall promptly execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. (a) Each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally The payment by the Company of all amounts due with each other Guarantor, respect to each Holder of the Notes and the Trustee performance by the full Company of its obligations under this Agreement and punctual payment when duethe Other Agreements will be absolutely and unconditionally guaranteed by American Sterilizer Company, whether at maturitya Pennsylvania corporation, by accelerationSTERIS Europe, by redemptionInc., by repurchasea Delaware corporation, or otherwiseSTERIS Inc., of the principal ofa Delaware corporation, premiumHTD Holding Corp., if anya Delaware corporation, HSTD LLC, a Delaware limited liability company, Hausted, Inc., a Delaware corporation, Isomedix Inc., a Delaware corporation, Isomedix Operations Inc., a Delaware corporation, SterilTek, Inc. a Nevada corporation, SterilTek Holdings, Inc. , a Delaware corporation, STERIS Isomedix Services, Inc., a Delaware corporation, and interest on the Notes and all other obligations of the Company under this Second Supplemental Indenture Strategic Technology Enterprises, Inc., a Delaware corporation (all the foregoing being hereinafter collectively called together with any additional Subsidiary who delivers a guaranty pursuant to Section 9.7, the “ObligationsSubsidiary Guarantors”). Each Guarantor further agrees () pursuant to the extent permitted by lawguaranty agreement substantially in the form of Exhibit 2.2(a) that attached hereto and made a part hereof (as the Obligations same may be amended, modified, extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article VI notwithstanding any extension or renewal of any Obligationthe “Subsidiary Guaranty”). (b) Each Guarantor waives presentation toAny pledge agreements, demand of payment from instruments, documents and protest agreements pursuant to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against which the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any Subsidiary agrees to grant Liens in favor of the terms KeyBank National Association or provisions of this Second Supplemental Indenturea replacement or substitute national banking association, as collateral agent (the Notes or any other agreement; (d“Collateral Agent”) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership ratable benefit of the CompanyCreditors are hereinafter referred to as the “Collateral Documents”. The Collateral Documents and the Subsidiary Guaranty are hereinafter collectively referred to as the “Security Documents.” (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment The enforcement of the Obligationsrights and benefits in respect of the Security Documents and the allocation of proceeds thereof will be subject to an amended and restated intercreditor agreement dated as of August 15, 2008 entered into by the Agent on behalf of the Banks, a majority in aggregate principal amount of the 2003 Noteholders, the Collateral Agent, you and the Other Purchasers, substantially in the form of Exhibit 2.2(c) attached hereto and made a part hereof (as the same may be further amended, supplemented, restated or otherwise modified or replaced from time to time, the “Intercreditor Agreement”). (d) The Obligations of each Guarantor hereunder If at any time the Company or any Subsidiary shall not be subject grant to any reduction, limitation, impairment one or termination for any reason (other than payment more of the Obligations in full)Agent, including the Banks or the 2003 Noteholders security of any claim of waiver, release, surrender, alteration kind or compromise, and shall not be subject to provide any defense of setoff, counterclaim, recoupment one or termination whatsoever or by reason more of the invalidityAgent, illegality the Banks or unenforceability the 2003 Noteholders with additional guaranties or other credit support of any kind pursuant to the requirements of the Obligations Bank Credit Agreement or otherwise. Without limiting the generality 2003 Note Purchase Agreements, then the Company or such Subsidiary shall grant to the holders of the foregoing, Notes the obligations same security or guaranty so that the holders of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in shall at all times be secured on an equal and pro rata basis with the performance Banks and the holders of the Obligations, or by any other act or thing or omission or delay 2003 Notes pursuant to do any other act or thing which may or might in any manner or the Intercreditor Agreement. All such additional guaranties shall be given to any extent vary the risk holders of any Guarantor or would otherwise operate as a discharge the Notes pursuant to Section 9.7 of such Guarantor as a matter of law or equitythis Agreement. (e) Each Guarantor The holders of the Notes agree that the obligations of any Subsidiary under the Subsidiary Guaranty and the Liens of the Collateral Documents in respect of all or any part of the Collateral therein described shall be automatically released and discharged without the necessity of further agrees action on the part of the holders of the Notes if, and to the extent, the corresponding guaranty or Lien given pursuant to the terms of the Bank Credit Agreement and the 2003 Note Purchase Agreements is released and discharged, provided that its Guarantee herein in the event the Company or any Subsidiary shall continue again become obligated under or with respect to be effective the previously discharged Subsidiary Guaranty or be reinstatedagain grant the discharged Lien, as the case may be, if at any time paymentpursuant to the terms and provisions of the Subsidiary Guaranty, a Collateral Document, the Bank Credit Agreement or the 2003 Note Purchase Agreements or any part thereofadditional bank loan agreement entered into by the Company pursuant to which such lenders make available to the Company credit facilities which are pari passu with the Notes, of principal of or interest on any of then the Obligations is rescinded or must otherwise be restored Lien granted by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance its Subsidiaries under a Collateral Document or obligations of such Subsidiary under the Subsidiary Guaranty, as the case may be, shall be reinstated and any release thereof previously given shall be deemed null and void, and such Subsidiary Guaranty shall again benefit the holders of the foregoing Notes on an equal and not in limitation pro rata basis and such reinstated Lien and Subsidiary Guaranty shall once again be subject to the terms of the Intercreditor Agreement. 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 Bank Credit Agreement. Further, any reinstatement of a Subsidiary Guaranty or Lien pursuant to the terms hereof shall comply with the terms of Sections 9.7 and 9.8 hereof. The Company shall promptly notify the holders of the Notes of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure release of the Company a Subsidiary Guaranty pursuant to pay any of the Obligations when this Section 2.2(e) and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event deliver evidence of any such declaration release or discharge of acceleration of such Obligations, such Obligations (whether a guaranty or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this GuaranteeLien in customary form. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. Neither party (anor any member of its respective Group) Each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, shall be obliged to each Holder participate for the benefit of the Notes and the Trustee the full and punctual payment when dueJVC in any guarantee, bond or financing arrangement with any bank or financial institution, whether at maturity, by acceleration, by redemption, by repurchase, as a guarantor or otherwise, of the principal of, premium, if any, in any other capacity whatsoever. If and interest on the Notes and all other obligations of the Company under this Second Supplemental Indenture (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (to the extent permitted by law) that the Obligations may parties agree to participate (or agree to procure that members of their respective Groups participate) in any such guarantee, bond or financing arrangement then, unless the parties agree otherwise, any liability or obligation to be extended assumed by them in relation to any such guarantee, bond or renewedfinancing arrangement shall be borne in their Equity Proportions. Any such liability or obligation shall be several and not joint or joint and several, in whole unless they agree otherwise. If a party (or in parta member of its Group) incurs any such joint or joint and several liability, without notice or further assent that party shall be entitled to a contribution from it, and the other party to ensure that it will remain bound under this Article VI notwithstanding any extension or renewal of any Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Company of any aggregate liability of the Obligations and also waives notice parties or members of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by their respective Groups (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. (d) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be) is borne by the Financial Times Group and the MarketWatch Group in their Equity Proportions. Directors and management Supervision by the Board 9.1 The Board shall be responsible for the overall direction, if at supervision and management of the JVC. The Board shall not, however, take any time payment, or any part thereof, of principal of or interest on decision in relation to any of the Obligations Reserved Matters except by unanimous agreement of those at the relevant Board meeting at which a quorum is rescinded present. Board of Directors, Chief Executive and Editor in Chief 9.2 The appointment (subject to the next following sentence of this clause 9.2) and removal of any Chief Executive or must otherwise Editor in Chief shall be restored by any Holder upon agreement between the bankruptcy Parties by notice in writing to the JVC signed by or reorganization on behalf of each Party. The appointments of the Company or otherwise. (f) In furtherance of the foregoing initial Chief Executive and not Editor in limitation of any other right which any Holder has at law or Chief are as stated in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and Clause 3.1(e). 9.3 Until such time as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or parties unanimously agree otherwise, each Guarantor hereby promises to the Board shall be comprised of three (3) Financial Times Directors and will, upon receipt three (3) MarketWatch Directors. The initial Board appointments at Completion shall be: Financial Times Directors MarketWatch Directors J▇▇▇ ▇▇▇▇▇▇▇▇▇ L▇▇▇▇▇▇▇ ▇▇▇▇▇▇ P▇▇▇▇ ▇▇▇▇▇▇ P▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ O▇▇▇▇▇▇ ▇▇▇▇▇▇▇ W▇▇▇▇▇▇ ▇▇▇▇▇▇ The Chairman shall be appointed alternately by MarketWatch and Financial Times for periods of written demand by the Trustee, forthwith pay, two Financial Years. The Chairman shall have no second or cause to casting vote. The first Chairman shall be paid, in cash, to the Holders an amount equal to the sum L▇▇▇▇ ▇▇▇▇▇▇. Appointment and removal of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.Directors

Guarantees. (a) Each Guarantor Subject to the provisions of this Article 15, the Issuer and the Subsidiary Guarantors hereby fully, irrevocably and unconditionally and irrevocably guarantees, as primary obligor and not merely as suretyguarantee, jointly and severally with each other Guarantorseverally, on a senior basis to each Holder of the Notes holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by redemption, by repurchase, redemption or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, premium, if any, and of or interest on the Notes, delivery of the Settlement Amount and all other monetary obligations of the Company under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Second Supplemental Indenture and the Notes (all the foregoing being hereinafter collectively called the “Obligations”"GUARANTEED OBLIGATIONS"). Each Guarantor Subject to Section 15.02, the Issuer and the Subsidiary Guarantors further agrees (to the extent permitted by law) agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from iteither the Issuer or the Subsidiary Guarantors, and that it will the Issuer and the Subsidiary Guarantors shall remain bound under this Article VI 15 notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives To the extent permitted by law, the Issuer and the Subsidiary Guarantors waive presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. (d) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.Guaranteed

Guarantees. (a) Each Guarantor hereby fullyjointly and severally, irrevocably and unconditionally and irrevocably guarantees, as a primary obligor and not merely as surety, jointly and severally with each other Guarantora surety on a senior basis, to each Holder of the Notes and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by redemption, by repurchase, redemption or otherwise, of all obligations of the Issuer (including obligations to the Trustee and the Notes Collateral Trustee) under this Indenture and the Notes, whether for payment of principal of, premium, if any, and or interest on the Notes and all other monetary obligations of the Company Issuer under this Second Supplemental Indenture Indenture, the Notes, the Security Documents and the Intercreditor Agreement and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture, the Notes, the Security Documents and the Intercreditor Agreement (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from iteach such Guarantor, and that it will each such Guarantor shall remain bound under this Article VI 10 notwithstanding any extension or renewal of any Guaranteed Obligation. The Guaranteed Obligations of a Guarantor will be secured by security interests in the Collateral owned by such Guarantor to the extent provided for in the Security Documents and as required pursuant to Sections 4.10 and 4.11. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder Holder, the Trustee or the Notes Collateral Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other person Person under this Second Supplemental Indenture, the Notes Notes, any Security Document, or any other agreement or otherwise; (bii) any extension or renewal of this Second Supplemental Indenture, the Notes Notes, any Security Document or any other agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes Notes, any Security Document or any other agreement; (div) the release of any security held by any Holder Holder, the Trustee or the Notes Collateral Trustee for the Guaranteed Obligations or any Guarantor; (ev) the failure of any Holder Holder, the Trustee or the Notes Collateral Trustee to exercise any right or remedy against any other Guarantorguarantor of the Guaranteed Obligations; or (fvi) any change in the ownership of the Companysuch Guarantor, except as provided in Section 10.02(b). (c) Subject to Section 10.02(a), each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company or any other Guarantor first be used and depleted as payment of the Company’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder Holder, the Trustee or the Notes Collateral Trustee to any security held for payment of the Guaranteed Obligations. (de) The Obligations Except as expressly set forth in Sections 8.01, 10.02 and 10.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder Holder, the Trustee or the Notes Collateral Trustee to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes Notes, any Security Document or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such any Guarantor as a matter of law or equity. (ef) Each Except as expressly set forth in Sections 8.01 and 10.02, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Except as expressly set forth in Sections 8.01 and 10.02, each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations Guaranteed Obligation is rescinded or must otherwise be restored by any Holder Holder, the Trustee or the Notes Collateral Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. (fg) In furtherance of the foregoing and not in limitation of any other right which any Holder Holder, the Trustee or the Notes Collateral Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any of the Obligations Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the TrusteeTrustee in accordance with this Indenture, forthwith pay, or cause to be paid, in cash, to the Holders Holders, the Trustee or the Notes Collateral Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations then due and owing and Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by applicable law)) and (iii) all other monetary obligations of the Issuer then due to the Holders, the Trustee and the Notes Collateral Trustee in respect of the Guaranteed Obligations. (gh) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between such Guarantorit, on the one hand, and the Holders, the Trustee and the Notes Collateral Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture Article 6 for the purposes of its any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby hereby, and (yii) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Guarantor for the purposes of this GuaranteeSection 10.01. (hi) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee Trustee, or the Holders Notes Collateral Trustee, or any Holder in enforcing any rights under this SectionSection 10.01. (j) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. (k) All Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, the economic consequences resulting from the performance of their respective obligations arising under this Indenture. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under its Guarantee such that its Aggregate Payments exceed its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor, to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors, multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under their respective Guarantees in respect of the obligations guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under its Guarantee 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 10.01, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of its Guarantee (including in respect of this Section 10.01), minus (2) the aggregate amount of all payments received on or before such date by such Guarantor from the other Contributing Guarantors as contributions under this Section 10.01. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. Each Contributing Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 10.01(k). For the avoidance of doubt, nothing in this Section 10.01(k) shall limit or impair, by implication or otherwise, each Guarantor’s obligations under its Guarantee.

Guarantees. (a) Each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally The payment by the Company of all amounts due with each other Guarantor, respect to each Holder of the Notes and the Trustee performance by the full Company of its obligations under this Agreement will be absolutely and punctual payment when due, whether at maturity, unconditionally guaranteed by acceleration, by redemption, by repurchase, or otherwise, the Reporting Entity (if the Reporting Entity is New STERIS Limited) and the Affiliates of the principal of, premium, if any, and interest on Reporting Entity (other than the Notes and all other Company) that guarantee the obligations of the Company obligors under this Second Supplemental Indenture the Bank Credit Agreement (all the foregoing being hereinafter collectively called together with any additional Affiliate who delivers a guaranty pursuant to Section 9.7, the “ObligationsGuarantors”). Each Guarantor further agrees () pursuant to the extent permitted by lawguaranty agreement substantially in the form of Exhibit 2.2(a) that attached hereto and made a part hereof (as the Obligations same may be amended, modified, extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article VI notwithstanding any extension or renewal of any Obligationthe “Affiliate Guaranty”). (b) Each Guarantor waives presentation toAny instruments, demand documents and agreements pursuant to which the Reporting Entity or any Subsidiary agrees to grant Liens in favor of payment from and protest to a collateral agent (the Company of any “Collateral Agent”) for the benefit of the Obligations holders of Notes are hereinafter referred to as the “Collateral Documents.” The Collateral Documents and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or Affiliate Guaranties are hereinafter collectively referred to as the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company“Security Documents.” STERIS CORPORATION NOTE PURCHASE AGREEMENT (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations[Reserved]. (d) The Obligations of each Guarantor hereunder If at any time the Reporting Entity or any Affiliate shall not be subject grant to any reduction, limitation, impairment one or termination for any reason (other than payment more of the Obligations in full), including Creditors security of any claim of waiver, release, surrender, alteration kind or compromise, and shall not be subject to provide any defense of setoff, counterclaim, recoupment one or termination whatsoever or by reason more of the invalidityCreditors with additional guaranties or other credit support of any kind pursuant to the requirements of a Material Credit Facility, illegality then the Reporting Entity or unenforceability such Affiliate shall grant to the holders of the Obligations Notes the same security or otherwise. Without limiting guaranty so that the generality holders of the foregoing, 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 obligations holders of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes pursuant to Section 9.7 or any other agreement9.8, by any waiver or modification as applicable, of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equitythis Agreement. (e) Each Guarantor The holders of the Notes agree that the obligations of any Affiliate (other than New STERIS Limited if such entity is the Reporting Entity) under the Affiliate Guaranty and the Liens of the Collateral Documents in respect of all or any part of the collateral therein described shall be automatically released and discharged without the necessity of further agrees action on the part of the holders of the Notes if, and to the extent, (i) the corresponding guaranty or Lien given pursuant to the terms of any Material Credit Facility is released and (ii) 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 its Guarantee herein in the event the Reporting Entity or any Affiliate shall continue again become obligated under or with respect to be effective the previously discharged Affiliate Guaranty, 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 paymentrelease thereof previously given shall be deemed null and void, or any part thereof, of principal of or interest on any and such Affiliate Guaranty shall again benefit the holders of the Obligations is rescinded or must otherwise be restored Notes on an equal and pro rata basis. Any release by any Holder upon the bankruptcy or reorganization holders of the Company 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 otherwise. (f) In furtherance Lien pursuant to 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 foregoing and not in limitation Notes of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure release of the Company an Affiliate Guaranty pursuant to pay any of the Obligations when this Section 2.2(e) and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event deliver evidence of any such declaration release or discharge of acceleration of such Obligations, such Obligations (whether a guaranty or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this GuaranteeLien in customary form. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. (a) Each Subsidiary Guarantor of a series of Securities hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantorseverally, on a senior basis to each Holder of the Notes such series and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities of such series when due, whether at maturity, by acceleration, by redemption, by repurchase, redemption or otherwise, and all other monetary obligations of the principal of, premium, if any, Company under this Indenture with respect to the Securities of such series and interest on (b) the Notes full and punctual performance within applicable grace periods of all other obligations of the Company under this Second Supplemental Indenture with respect to the Securities of such series (all the foregoing foregoing, with respect to a series of Securities, being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor of a series of Securities further agrees (to the extent permitted by law) that the Guaranteed Obligations with respect to such series may be extended or renewed, in whole or in part, without notice or further assent from it, such Subsidiary Guarantor and that it such Subsidiary Guarantor will remain bound under this Article VI 11 notwithstanding any extension or renewal of any Obligation. (b) Obligation with respect to such series. Each Subsidiary Guarantor of a series of Securities waives presentation to, demand of of, payment from and protest to the Company of any of the Guaranteed Obligations with respect to such series and also waives notice of protest for nonpayment. Each Subsidiary Guarantor of a series of Securities waives notice of any default under the Notes Securities of such series or the ObligationsGuaranteed Obligations of such series. The obligations of each Subsidiary Guarantor hereunder of a series of Securities shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other person Person (including any Subsidiary Guarantor of such series) under this Second Supplemental Indenture, Indenture with respect to the Notes Securities of such series or any other agreement or otherwise; (b2) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreementthereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, Indenture with respect to the Notes Securities of such series or any other agreement; (d4) the release of any security held by any Holder of such series or the Trustee for the Guaranteed Obligations of such series or any Guarantorof them; (e5) the failure of any Holder of such series or the Trustee to exercise any right or remedy against any other Guarantorguarantor of the Guaranteed Obligations of such series; or (f6) except as set forth in Section 11.06, any change in the ownership of the Company. (c) such Subsidiary Guarantor. Each Subsidiary Guarantor of a series of Securities further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder of such series or the Trustee for such series to any security Security held for payment of the Obligations. (d) The Guaranteed Obligations of such series. Except as expressly set forth in Sections 8.02, 11.02 and 11.06, the obligations of each Subsidiary Guarantor of a series of Securities hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations of such series or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor of a series of Securities herein shall not be discharged or impaired or otherwise affected by the failure of any Holder of such series or the Trustee to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, Indenture with respect to the Notes Securities of such series or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. (e) . Each Subsidiary Guarantor of a series of Securities further agrees that its Subsidiary Guarantee with respect to such series herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations Obligation with respect to such series is rescinded or must otherwise be restored by any Holder of such series or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (f) . In furtherance of the foregoing and not in limitation of any other right which any Holder of a series of Securities or the Trustee has at law or in equity against any Subsidiary Guarantor of such series by virtue hereof, upon the failure of the Company to pay the principal of or interest on any of the Obligations Guaranteed Obligation with respect to such series when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase redemption or otherwise, or to perform or comply with any other Guaranteed Obligation with respect to such series, each Subsidiary Guarantor of such series hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders of such series or the Trustee an amount equal to the sum of (iA) the unpaid amount of such Obligations then due and owing and Guaranteed Obligations, (iiB) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law). ) and (gC) all other monetary Guaranteed Obligations of the Company to the Holders of such series and the Trustee. Each Subsidiary Guarantor further of a series of Securities agrees that, as between such Guarantorit, on the one hand, and the HoldersHolders of such series and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed with respect to such series hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture Article 6 for the purposes of its such Subsidiary Guarantor’s Subsidiary Guarantee with respect to such series herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations with respect to such series guaranteed hereby hereby, and (yii) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Guarantee. (h) Section 11.01. Each Subsidiary Guarantor of a series of Securities also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders any Holder in enforcing any rights under this SectionSection 11.01.

Guarantees. (a) Each Subject to the provisions of this Article X, each Guarantor hereby fullyhereby, unconditionally jointly and irrevocably guaranteesseverally, as a primary obligor and not merely as a surety, jointly unconditionally and severally with each other Guarantorirrevocably, Guarantees to each Holder of the Notes and the Trustee Trustee, the full Securities Obligations including, without limitation, the prompt and punctual complete payment and performance by the Issuer and each other Guarantor when due, due (whether at the stated maturity, by acceleration, by redemption, by repurchase, redemption or otherwise, ) of the principal of, premium, if any, and interest interest, if any, on the Notes Securities and all other obligations and liabilities of the Company Issuer under this Second Supplemental Indenture (including without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the obligations under Section 7.07) (all the foregoing being hereinafter collectively called the “Guarantor Obligations”). Each Guarantor agrees that the Guarantor Obligations shall rank equally in right of payment with other senior secured Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guarantor Obligations. Each Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article VI X notwithstanding any extension or renewal of any Guarantor Obligation. (b) . Each Guarantor waives presentation to, demand of payment from and protest to the Company Issuer of any of the Guarantor Obligations and also waives notice of protest for nonpaymentnon-payment. Each Guarantor waives notice of any default under the Notes Securities or the Guarantor Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee an absolute, irrevocable and unconditional Guarantee of payment when due (and is not a guarantee Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guarantor Obligations. (d) The Obligations . Except as set forth in Section 10.02, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy under against the Issuer or any other person under, this Second Supplemental Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal granted; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement, ; (d) the release of any security held by any waiver Holder or modification the Trustee for the Guarantor Obligations or any of them; (e) the failure of any thereof, by Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuer; (g) any default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations, ; or by (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) . Subject to the provisions of Section 4.10, each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Guarantor is released from its Guarantee in compliance with Section 10.03 hereof. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company Issuer or any other Guarantor or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Issuer or any other Guarantor or any substantial part of its property, or otherwise. (f) , all as though such payments had not been made. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay any of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law). (g) . Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) . Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ feescounsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Section. Each of the Guarantors hereby agrees that its Guarantee of the Securities shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or a Guarantee no longer holds that office at the time the Trustee authenticates the Security on which such Guarantee is endorsed or at any time thereafter, such Guarantor’s Guarantee of such Security shall nevertheless be valid, The delivery of any Security by the Trustee, after the authentication thereof hereunder shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of each Guarantor. Each Guarantor (a) assumes all responsibility for being and keeping itself informed of the financial condition and assets of any other Guarantor, and of all other circumstances bearing upon the risk of nonpayment of the Guarantor Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and (b) agrees that the Trustee will not have any duty to advise such Guarantor of information known to it or any of the regarding such circumstances or risks.

Guarantees. (a) Each Guarantor The Guarantors, jointly and severally, hereby fullyabsolutely, unconditionally and irrevocably guarantees, guarantee as primary obligor obligors and not merely as a surety, jointly the Securities and severally with each other Guarantorobligations of the Company hereunder and thereunder, and guarantee to each Holder of the Notes a Security authenticated and delivered by the Trustee in accordance with the terms hereof, and to the Trustee on behalf of such Holder, that (a) the principal of and interest (including Additional Interest, if any) on the Securities will be paid in full and punctual payment when due, whether at maturitythe Final Maturity Date, by acceleration, by redemptionredemption or otherwise (including, by repurchasewithout limitation, or otherwise, the amount that would become due but for the operation of the principal ofautomatic stay under Section 362(a) of the Bankruptcy Law), premiumtogether with interest on the overdue principal, if any, and interest on any overdue interest, to the Notes extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder, including obligations arising under Articles 3, 4 and 9 hereof, will be paid in full or performed, all in accordance with the terms hereof and thereof and (b) the full performance, within applicable grace periods, of all other obligations of the Company under this Second Supplemental Indenture (all and the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (to the extent permitted by law) that the Obligations Securities which may be extended or renewed, in whole or in part, without notice or further assent from it, such Guarantor and that it such Subsidiary Guarantor will remain bound under this Article VI 12, notwithstanding any extension or renewal renewal. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any Obligation. 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. The Guarantors hereby waive (bto the extent permitted by law) Each Guarantor waives presentation tothe benefits of diligence, presentment, demand for payment, filing of payment from and protest to claims with a court in the Company event of any insolvency or bankruptcy of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce Company, any right or remedy to require a proceeding first against the Company or any other person under Person, protest, notice and all demands whatsoever and covenant that the Guarantee of such Guarantor shall not be discharged as to any Security except by complete performance of the obligations contained in such Security, this Second Supplemental Indenture and such Guarantee. The Guarantors acknowledge that the Guarantees are a guarantee of payment and not of collection. The Guarantors hereby agree that, in the event of a default in payment of principal or interest, including contingent interest, if any, on such Security, whether at the Final Maturity Date of the Security, by acceleration, redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of or by the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against each of the Notes Guarantors to enforce such Guarantor's Guarantee without first proceeding against the Company or any other agreement or otherwise; (b) any extension or renewal Guarantor. The Guarantor agrees that if, after the occurrence and during the continuance of this Second Supplemental Indenturean Event of Default, the Notes Trustee or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or provisions to enforce or exercise any other right or remedy with respect to the Securities, such Guarantor shall pay to the Trustee for the account of this Second Supplemental Indenturethe Holder, upon demand therefor, the Notes amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any other agreement; (d) of the release of any security held by Holders. If any Holder or the Trustee for is required by any court or otherwise to return to the Obligations Company or any Guarantor; (e) , or any custodian, trustee, liquidator or other similar official acting in relation to either the failure Company or any Guarantor, any amount paid by any of any Holder them to exercise any right the Trustee or remedy against any other Guarantor; or (f) any change in such Holder, the ownership Guarantee of each of the Company. (c) Each Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (and not a guarantee of collectionx) and waives any right subject to require that any resort be had by any Holder to any security held for payment this Article 12, the maturity of the Obligations. (d) The Obligations of each Guarantor hereunder shall not obligations guaranteed hereby may be subject to any reduction, limitation, impairment or termination accelerated as provided in Article 8 hereof for any reason (other than payment the purposes of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligation as provided in Article 8 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation, dissolution or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a matter receiver or trustee be appointed for all or any significant part of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall 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 paymentpayment and performance of the Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, 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, of principal of is rescinded, reduced, restored or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereofreturned, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee hereinthe amounts due under the Guarantees, notwithstanding any staythe Securities shall, injunction to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guaranteereturned. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. (a) Each Guarantor hereby fullyThe Guarantors, either by execution of this Agreement or a Joinder, fully and, subject to the limitations on the effectiveness and enforceability set forth in this Agreement or such Joinder, as applicable, unconditionally guarantee, on a joint and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, several basis to each Holder Lender and to the Administrative Agent and its successors and assigns on behalf of each Lender, the full payment of the Notes and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company under this Second Supplemental Indenture (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor The Guarantors further agrees (to the extent permitted by law) agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, the Guarantors and that it will the Guarantors shall remain bound under this Article VI XII notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will be made in Dollars. (b) Each Guarantor waives presentation toThe Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of this Agreement, any failure to enforce the provisions of this Agreement, any waiver, modification or indulgence granted to the Borrowers with respect thereto by the Administrative Agent or the Lenders, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of an Advance or the interest rate thereon or change the currency of payment with respect to any Advance, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand of payment from and protest to payment, filing of claims with a court in the Company event of any merger or bankruptcy of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce Borrowers, any right to require that the Administrative Agent pursue or remedy exhaust its legal or equitable remedies against the Company Borrowers prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of the Borrowers to satisfy the outstanding principal of, interest on or any other person amount payable under this Second Supplemental IndentureAgreement prior to recourse against such Guarantor or its assets), protest or notice with respect to any Advance and all demands whatsoever, and each covenant that their Guarantee will not be discharged except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Agreement, including Section 12.4. If at any time any payment of any Obligation is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrowers, the Notes or any other agreement or otherwise; (b) any extension or renewal Guarantors’ obligations hereunder with respect to such payment shall be 166 reinstated as of this Second Supplemental Indenture, the Notes or any other agreement; (c) any date of such rescission, waiver, amendment restoration or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Companyreturns as though such payment had become due but had not been made at such times. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. (d) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) Each Guarantor Guarantors also agrees agree to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee Administrative Agent or the Holders any Lender in enforcing any rights under this SectionSection 12.1.

Guarantees. (ai) Each Guarantor Holdings, on a senior unsecured basis (the “Holdings Guarantee”), hereby fully, fully and unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of the Notes and to the Trustee and its successors and assignees (x) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption, by repurchase, redemption or otherwise, and all other monetary obligations of the principal of, premium, if any, Company under this Indenture with respect to the Securities and interest on (y) the Notes full and punctual performance within applicable grace periods of all other obligations of the Company under this Second Supplemental Indenture with respect to the Securities and (all ii) each Limited Guarantor in a Collateral Rig Guarantor Family, on a senior secured basis, hereby severally in respect of each other Collateral Rig Guarantor Family (but jointly and severally among the foregoing being hereinafter collectively called entities within such Collateral Rig Guarantor Family) guarantees up to the applicable Secured Limited Guarantee Cap outstanding immediately prior to the refinancing of the Existing Secured Notes (the “Secured Limited Guarantees,” and together with Holdings Guarantee, the “Guaranteed Obligations”)) (x) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture with respect to the Securities and (y) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture with respect to the Securities, in each case subject to the Secured Limited Guarantee Cap. Each Guarantor of Securities further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, such Guarantor and that it such Guarantor will remain bound under this Article VI 11 notwithstanding any extension or renewal of any Obligation. (b) obligation. Each Guarantor of Securities waives presentation to, demand of of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor of Securities waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder of Securities shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other person Person (including any Guarantor) under this Second Supplemental Indenture, Indenture with respect to the Notes Securities or any other agreement or otherwise; (b2) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreementthereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, Indenture with respect to the Notes Securities or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantorof them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other Guarantorguarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.06, any change in the ownership of the Company. (c) such Guarantor. Each Guarantor of Securities further agrees that its Securities Guarantee herein constitutes a guarantee of payment (subject to the Secured Limited Guarantee Cap, if applicable), performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security Security held for payment of the Guaranteed Obligations. (d) The Obligations . Except as expressly set forth in Sections 9.01, 11.02 and 11.06 and subject to the Secured Limited Guarantee Cap, if applicable, the obligations of each Guarantor of Securities hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor of Securities herein shall not be discharged or impaired or otherwise affected by the failure ​ ​ of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, Indenture with respect to the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) . Each Guarantor of Securities further agrees that its Securities Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (f) . In furtherance of the foregoing and not in limitation of any other right which any Holder of Securities or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any of the Obligations Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (iA) the unpaid amount of such Obligations then due and owing and Guaranteed Obligations, (iiB) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law). ) and (gC) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Each Guarantor further of Securities agrees that, as between such Guarantorit, on the one hand, and the HoldersHolders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture Article 6 for the purposes of its such Guarantor’s Securities Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby hereby, and (yii) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Guarantor for the purposes of this Guarantee. (h) Section 11.01. Each Guarantor of Securities also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders any Holder in enforcing any rights under this SectionSection 11.01.

Guarantees. (a) Each Guarantor hereby fullyIn connection with the bank loans described in SCHEDULE 9.6 (the "LOANS"), unconditionally ECCO will use its best efforts prior to the Closing, and irrevocably Purchaser will provide ECCO with its full cooperation, to obtain the release of each Seller from the guarantees executed by any such Seller in connection with such Loans. If such releases are not obtained prior to the Closing, (i) Purchaser and Sellers shall adjust for such Loans pursuant to Paragraph 2.6(a)(ii), (ii) ECCO shall indemnify each such Seller in connection with such guarantees, (iii) Purchaser shall post a cash escrow fund (the "Cash Escrow Fund") with the Security Escrow Agent pursuant to the Escrow Agreement in the form annexed hereto as primary obligor and not merely as suretyEXHIBIT "M", jointly and severally with each other Guarantor, in an amount equal to each Holder the outstanding guaranteed balance of the Notes Loans for which the Sellers have unreleased guarantees, and (iv) no later than six months following the Trustee Closing, Purchaser and/or ECCO shall either (A) repay such Loans in full or (B) obtain the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, lender's release of the principal of, premium, if any, and interest on Sellers from the Notes and all other obligations guarantees of the Company under this Second Supplemental Indenture (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article VI notwithstanding any extension or renewal of any Obligationsuch Loans. (b) Each Guarantor waives presentation to, demand of payment from and protest The Cash Escrow Fund shall be held by the Security Escrow Agent subject to the Company of any terms and conditions of the Obligations and also waives notice of protest for nonpaymentEscrow Agreement. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. (d) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of Notwithstanding the foregoing, the obligations of each Guarantor herein Cash Escrow Fund shall not be discharged released to the lender or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstatedPurchaser, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of under the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise.following conditions: (fi) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and willPurchaser, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of evidence that (i) the unpaid amount of such Obligations then due and owing and loans have been paid in full or (ii) accrued and unpaid interest that the Sellers have been released from the guarantees on such Obligations then due and owing the terms set forth herein above; or (but only ii) to the extent not prohibited lender, upon delivery by law). (g) Each Guarantor further agrees that, as between Sellers to the Security Escrow Agent of a "pay off letter" from each such Guarantor, on lender with unreleased Seller guarantees setting forth the one handtotal amount of the guaranteed indebtedness due to the lender pursuant to the loans, and upon making such payment to the Holderslenders, on the other handSecurity Escrow Agent shall pay the balance, (x) the maturity if any, of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and Cash Escrow Fund to the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this GuaranteePurchaser. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. Subject to the provisions of subsections (ab) Each through (g) of this Section 6, each Guarantor who has executed this Note hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of the Notes and the Trustee Holder, the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase, redemption or otherwise, of the principal of, premium, if any, and interest interest, on the Notes Note and all other obligations and liabilities of the Company under this Second Supplemental Indenture Note (including without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) (a “Guarantee” and all the foregoing being hereinafter collectively called the “Guarantor Obligations”); provided, however, the Guarantee shall be subject to the Subordination Agreement. Each Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article VI Section 6 notwithstanding any extension or renewal of any Guarantor Obligation. (bi) Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guarantor Obligations and also waives notice of protest for nonpaymentnon-payment. Each Guarantor waives notice of any default under the Notes Note or the Guarantor Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. (cii) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any the Holder to any security held for payment of the Guarantor Obligations. (diii) The Obligations Except as set forth in Section 6(e), the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any the Holder to assert any claim or demand or to enforce any right or remedy under this Second Supplemental Indenture, against the Notes Company or any other agreementperson under the Transaction Documents; (b) any extension or renewal granted; (c) any rescission, by any waiver waiver, amendment or modification of any thereof, of the terms or provisions of the Transaction Documents; (d) the release of any security held by the Holder for the Guarantor Obligations or any of them; (e) the failure of the Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Company; (g) any default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations, ; or by (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (eiv) Each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Guarantor is released from its Guarantee in compliance with Section 6(e) hereof. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (fv) In furtherance of the foregoing and not in limitation of any other right which any the Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the TrusteeHolder, forthwith pay, or cause to be paid, in cash, to the Holders Holder an amount equal to the sum of (i) the unpaid amount of such Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law). (gvi) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the HoldersHolder, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture Note for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (hvii) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or the Holders Holder in enforcing any rights under this SectionSection 6(c).

Guarantees. (a) Each The Guarantor hereby fullyirrevocably, unconditionally unconditionally, and irrevocably absolutely guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantorand on a continuing basis, to each Holder of Securities as and for the Notes Guarantor’s own debt, until final and indefeasible payment of the Trustee amounts referred to in clause (a) below have been made: (a) the full due and punctual payment of principal of and interest on the Securities at any time outstanding and the due and punctual payment of all other amounts payable, and all other amounts owing, by the Company to the Holders of the Securities under this Indenture and the Securities (including, without limitation, any Additional Amounts which may be owing to any of the Holders of Securities pursuant to the terms of Section 10.5 hereof), in each case when dueand as the same shall become due and payable, whether at maturity, by acceleration, by redemption, by repurchase, redemption or otherwise, of the principal of, premium, if any, and interest on the Notes otherwise and all other monetary obligations of the Company hereunder, all in accordance with the terms and provisions hereof and thereof; and (b) the punctual and faithful performance, keeping, observance and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company under this Second Supplemental Indenture and the Securities. All of the obligations set forth in clause (all the foregoing being hereinafter collectively called a) and clause (b) of this Section 16.1 are referred to herein as the “Obligations”). Each Guarantees.” Such Guarantees will constitute guarantees of payment, performance and compliance and not merely of collection. (c) The Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article VI notwithstanding any extension or renewal of any Obligation. (b) Each Guarantor waives presentation waive presentment to, demand of payment from and protest to the Company of or any of the Obligations other Person, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment. Each Guarantor waives notice , the filing of claims with a court in the event of merger or bankruptcy of the Company or any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce other Person and any right or remedy to require a proceeding first against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any Person. The obligations of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held Guarantor shall not be affected by any Holder failure or policy on the part of the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against under this Indenture or the Securities of any other Guarantor; or (f) any change in the ownership of the Company. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligationsseries. (d) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment obligation of the Obligations in full), including Guarantor to make any claim of waiver, release, surrender, alteration or compromise, and shall not payment hereunder may be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or satisfied by reason of causing the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes Company or any other agreement, Person to make such payment. If any Holder of any Security or the Trustee is required by any waiver court or modification otherwise to return to the Company or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or the Guarantor, any thereof, amount paid by any defaultof them to the Trustee or such Holder, failure or delay, willful or otherwise, in the performance Guarantee of the ObligationsGuarantor, or by any other act or thing or omission or delay to do any other act or thing which may or might the extent theretofore discharged, shall be reinstated in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equityfull force and effect. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) Each The Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this SectionIndenture to the contrary notwithstanding, the maximum aggregate amount of the Guarantees shall not exceed the maximum amount that can be guaranteed by the Guarantor without rendering the Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. (a) Each Subject to the provisions of this Article 10, each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety on a senior basis, to each Holder of Holder, the Notes Trustee, the Collateral Agent and the Trustee their respective successors and assigns (i) the full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by redemption, by repurchase, redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, or premium, if any, or interest on, the Securities and interest on all other monetary obligations of the Notes Issuer under this Indenture and the Securities, and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer, whether for fees, expenses, indemnification or otherwise under this Second Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). . (b) Each Guarantor further agrees that (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from iteach such Guarantor, and that it will each such Guarantor shall remain bound under this Article VI 10 notwithstanding any extension or renewal of any Guaranteed Obligation. The Guaranteed Obligations of a Guarantor will be secured by security interests (subject to Permitted Liens) in the Notes Collateral owned by such Guarantor to the extent provided for in the Security Documents and as required pursuant to Sections 4.11 and 4.13. (bc) Each Guarantor waives presentation to, demand of payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other person Person under this Second Supplemental Indenture, the Notes Securities, any Security Document, or any other agreement or otherwise; (bii) any extension or renewal of this Second Supplemental Indenture, the Notes Securities, any Security Document or any other agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes Securities, any Security Document or any other agreement; (div) the release of any security held by any Holder Holder, the Trustee or the Trustee Collateral Agent for the Guaranteed Obligations or any Guarantor; (ev) the failure of any Holder Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other Guarantorguarantor of the Guaranteed Obligations; or (fvi) any change in the ownership of the Companysuch Guarantor, except as provided in Section 10.02(b). (cd) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer or any other Guarantor first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor. (e) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations. (df) The Obligations Except as expressly set forth in Section 8.01, Section 10.02 and Paragraph 19 of the form of Security set forth in Exhibit A hereto, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes Securities, any Security Document or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which that may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such any Guarantor as a matter of law or equity. (eg) Each Except as expressly set forth in Sections 8.01 and 10.02, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of its Guaranteed Obligations. Except as expressly set forth in Sections 8.01 and 10.02, each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. (fh) In furtherance of the foregoing and not in limitation of any other right which that any Holder Holder, the Trustee or the Collateral Agent has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of or interest on any of the Obligations Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the TrusteeTrustee in accordance with this Indenture, forthwith pay, or cause to be paid, in cash, to the Holders Holders, the Trustee or the Collateral Agent an amount equal to the sum of (i) the unpaid principal amount of such Obligations then due and owing and Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by applicable law)) and (iii) all other monetary obligations of the Issuer then due to the Holders, the Trustee and the Collateral Agent in respect of the Guaranteed Obligations. (gi) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between such Guarantorit, on the one hand, and the Holders, the Trustee and the Collateral Agent, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture Article 6 for the purposes of its any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby hereby, and (yii) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Guarantor for the purposes of this GuaranteeSection 10.01. (hj) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable and documented attorneys’ feesfees and expenses) incurred by the Trustee Trustee, the Collateral Agent or the Holders any Holder in enforcing any rights under this SectionSection 10.01. (k) Each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. (a) Each Guarantor hereby fullyFrom and after the date hereof, unconditionally TRH shall use its reasonable best efforts on or prior to the Closing Date to obtain, effective upon the First Time of Delivery, the termination of, and irrevocably full release of AIG and its Affiliates from any and all obligations arising under, any and all guarantees, as primary obligor and not merely as suretykeepwells, jointly and severally with each letters of credit, indemnity or contribution agreements, support agreements, insurance surety bonds or other Guarantor, to each Holder similar agreements (excluding Insurance Agreements) made in respect of the Notes and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchaseobligations of, or otherwise, for the benefit of the principal any obligee of, premium, if any, and interest on the Notes and all other obligations TRH and/or any of the Company under this Second Supplemental Indenture Subsidiaries by AIG or any of its Affiliates (all each, an "AIG Guaranty"), including the foregoing being hereinafter collectively called the “Obligations”agreements set forth on Schedule 3.07(a). Each Guarantor further agrees For the avoidance of doubt, such efforts shall include an offer by TRH (or with AIG's consent a Company Subsidiary) to the extent permitted by law) that the Obligations may be extended substitute its own obligations for those of AIG or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound any of its Affiliates under this Article VI notwithstanding any extension or renewal of any ObligationAIG Guaranty on no less favorable terms. (b) Each Guarantor waives presentation toWith respect to each AIG Guaranty for which TRH does not obtain the termination of such AIG Guaranty and full release of AIG and its Affiliates from any and all obligations arising under such AIG Guaranty, demand TRH shall, concurrently with the Closing, but effective upon the First Time of payment from Delivery, (i) enter into a Hold Harmless Agreement with respect to each such AIG Guaranty, and protest (ii) if any such AIG Guaranty relates to the Company Insurance Contract-related obligations of TRH and any of the Obligations and also waives notice Company Subsidiaries, provide a guaranty that provides to policyholders of protest for nonpayment. Each Guarantor waives notice TRH or such Company Subsidiary the direct benefits of any default under the Notes a guaranty from TRH (or the Obligations. The obligations with AIG's consent a Company Subsidiary) on terms no less favorable than those of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Companysuch AIG Guaranty. (c) Each Guarantor further agrees that With respect to each AIG Guaranty identified after the Closing for which TRH has not obtained the termination of such AIG Guaranty and full release of AIG and its Guarantee herein constitutes Affiliates from any and all obligations arising under such AIG Guaranty, TRH shall, within ten (10) days after the identification of such AIG Guarantee, (i) enter into a guarantee Hold Harmless Agreement with respect to each such AIG Guaranty, and (ii) if any such AIG Guaranty relates to Insurance Contract-related obligations of payment when due (TRH and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the ObligationsCompany Subsidiaries, provide a guaranty that provides to policyholders of TRH or such Company Subsidiary the direct benefits of a guaranty from TRH (or with AIG's consent a Company Subsidiary) on terms no less favorable than those of such AIG Guaranty. (d) The Obligations AIG agrees on behalf of each Guarantor hereunder itself and its Affiliates that TRH and/or any Company Subsidiary shall not be subject able to retain all funds drawn down prior to December 1, 2008 under letters of credit provided by AIG and/or any of its Affiliates for the benefit of TRH and the Company Subsidiaries with respect to reinsurance balances due to any reductionCompany Subsidiary from third parties. Within sixty (60) days after the Closing, limitation, impairment or termination for any reason (other than payment of the Obligations TRH shall pay to AIG in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.connection with

Guarantees. (a) Each Guarantor MKTE hereby fully, irrevocably and unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, guarantees to each Holder of the Notes and the Trustee Purchaser the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, prompt performance of the principal ofobligations of Seller to be performed by Seller (or Company) pursuant to paragraph 8.1 under this Agreement that Seller (or Company) fails to perform after demand therefore (the "Seller Guaranteed Obligations"). This Section 10.14(a) is a guarantee of performance, premiumand Purchaser shall be under no obligation to take any action against Seller with respect to any of the Seller Guaranteed Obligations if such Seller Guaranteed Obligations are due and have not been performed by Seller after demand by Purchaser and the expiration of any applicable grace and/or notice period. The obligations of MKTE for the Seller Guaranteed Obligations shall be limited to the amount of the Purchase Price; provided that in no event shall MKTE's satisfaction of its direct obligations hereunder (including, without limitation, pursuant to Section 6.9) be considered the satisfaction of a Seller Guaranteed Obligation, and, therefore, MKTE's satisfaction of such direct obligations shall not be included in the calculation of any limitation on MKTE's responsibilities provided by this sentence of Section 10.14(a). Notwithstanding the foregoing, however, if Purchaser's suffers Losses in excess of the limitation on MKTE's guarantee obligations set forth in this Section 10.14, then the Deferred Amount (if any) then-outstanding under the Note shall be immediately reduced dollar-for-dollar by the amount of such excess, and the security interest on the Notes and all other obligations of the Company granted to Seller under this Second Supplemental Indenture (all Agreement and the foregoing being hereinafter collectively called Security Agreement shall be released with respect to collateral having a fair market value at the “Obligations”). Each Guarantor further agrees (time that Purchaser incurs such Losses equal to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article VI notwithstanding any extension or renewal amount of any Obligationsuch excess Losses. (b) Each Guarantor waives presentation toCustomerlinx hereby irrevocably and unconditionally guarantees to Seller the full and prompt performance of the obligations of Purchaser to be performed by Purchaser pursuant to paragraph 2.2 under this Agreement that Purchaser fails to perform after demand therefore (the "Purchaser Guaranteed Obligations"). This Section 10.14(b) is a guarantee of performance, demand of payment from and protest Seller shall be under no obligation to the Company of take any action against Purchaser with respect to any of the Purchaser Guaranteed Obligations if such Purchaser Guaranteed Obligations are due and also waives notice of protest for nonpayment. Each Guarantor waives notice have not been performed by Purchaser after demand by Seller and the expiration of any default under the Notes or the Obligationsapplicable grace and/or notice period. The obligations of each Guarantor hereunder Customerlinx for the Purchaser Guaranteed Obligations shall not be affected by (a) limited to the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any outstanding amount of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; Deferred Amount (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. (d) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by lawplus applicable interest). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. (a) Each Subject to this ARTICLE Twelve, each Guarantor hereby fullyjointly and severally, irrevocably and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder of the Notes a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, regardless of the validity and enforceability of this Indenture, (i) the full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by redemption, by repurchase, redemption or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, premium, or premium (if any), interest and Special Interest (if any) on, the Notes and all other monetary obligations of the Company under this Indenture (including interest on the overdue principal of, premium (if any), interest and Special Interest (if any) on, the Notes, if lawful (subject in all cases to any applicable grace period provided herein)) and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Second Supplemental Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from iteach such Guarantor, and that it will each such Guarantor shall remain bound under this Article VI ARTICLE Twelve notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation topresentment, demand of payment from and protest to payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company of in relation to any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other person Person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (bii) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (div) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantor; (ev) the failure of any Holder or Trustee to exercise any right or remedy against any other Guarantorguarantor of the Guaranteed Obligations; or (fvi) the recovery of any judgment against the Company; (vii) any change in the ownership of the Companysuch Guarantor, except as provided in Section 12.07 or Section 12.08 or (viii) any other circumstance which might constitute a legal or equitable discharge or defense of a Guarantor. (c) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of, premium (if any), interest or Special Interest (if any) on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee (or as directed by the Holders), forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal of and premium (if any) on such Guaranteed Obligations, (ii) accrued and unpaid interest, including Special Interest (if any), on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the Company to the Holders and the Trustee. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. (d) The Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company in respect of such Guaranteed Obligations first be used and depleted as payment of the Company’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Guarantor. (e) Except as expressly set forth in ARTICLE Eight, Section 12.02 and Section 12.08, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such any Guarantor as a matter of law or equity. (ef) Each Guarantor further agrees that its Note Guarantee herein shall continue remain in full force and effect until payment in full of all the Guaranteed Obligations. If any Holder or the Trustee is required by any court or otherwise to be effective or be reinstatedreturn to the Company, as the case may be, if at any time payment, Guarantors or any part thereofcustodian, of principal of trustee, liquidator or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of other similar official acting in relation to either the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which Guarantor, any Holder has at law or in equity against any Guarantor amount paid by virtue hereof, upon the failure of the Company to pay any of them to the Obligations when and as the same shall become dueTrustee or such Holder, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cashthis Note Guarantee, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due extent theretofore discharged, shall be reinstated in full force and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law)effect. (g) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between such Guarantorit, on the one hand, and the HoldersHolders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture ARTICLE Six for the purposes of its the Note Guarantee hereinof such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby hereby, and (yii) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in ARTICLE Six, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Guarantor for the purposes of this the Note Guarantee of such Guarantor. 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 Note Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or the Holders any Holder in enforcing any of its rights under this SectionSection 12.01. (i) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to more effectively carry out the purpose of this Indenture.

Guarantees. (a) Each Guarantor hereby fullySubject to the provisions of this Article Thirteen, unconditionally each Guarantor, hereby, jointly and irrevocably guaranteesseverally, as a primary obligor and not merely as a surety, jointly unconditionally and severally with each other Guarantorirrevocably, Guarantees to each Holder of the Notes and the Trustee Trustee, the full Indenture Obligations including, without limitation, the prompt and punctual complete payment and performance by the Issuer and each other Guarantor when due, due (whether at the stated maturity, by acceleration, by redemption, by repurchase, redemption or otherwise, ) of the principal of, premium, if any, and interest interest, if any, on the Notes Securities and all other obligations and liabilities of the Company Issuer under this Second Supplemental Indenture (including without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the obligations under Section 6.07) (all the foregoing being hereinafter collectively called the “Guarantor Obligations”). Each Guarantor agrees that the Guarantor Obligations shall rank equally in right of payment with other senior secured Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guarantor Obligations. Each Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article VI Thirteen notwithstanding any extension or renewal of any Guarantor Obligation. (b) . Each Guarantor waives presentation to, demand of payment from and protest to the Company Issuer of any of the Guarantor Obligations and also waives notice of protest for nonpaymentnon-payment. Each Guarantor waives notice of any default under the Notes Securities or the Guarantor Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. (c) Each Guarantor further agrees (subject (in the case of the Guarantors identified thereon) to the provisions of Section 13.06) that its Guarantee herein constitutes a guarantee an absolute, irrevocable and unconditional Guarantee of payment when due (and is not a guarantee Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guarantor Obligations. . Except as set forth in Section 13.02 (d) The Obligations and except, in the case of the Guarantors identified therein, as set forth in the provisions of Section 13.06), the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guarantor Obligations in fullfull (or pursuant to Sections 8.01 or 10.13(c))), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy under against the Issuer or any other person under, this Second Supplemental Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal granted; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement, ; (d) the release of any security held by any waiver Holder or modification the Trustee for the Guarantor Obligations or any of them; (e) the failure of any thereof, by Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuer; (g) any default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations, ; or by (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each . Subject to the provisions of Sections 8.01, 10.13 and 10.14, each Guarantor further agrees that its Guarantee herein shall continue to be effective remain in full force and effect until payment in full of all the Guarantor Obligations or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations such Guarantor is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of released from its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.compliance with Sections 8.01 or

Guarantees. All obligations of the Borrower under the First Lien Term Facilities and of the Borrower and its restricted subsidiaries under certain interest rate protection or other hedging arrangements (aincluding with respect to currency) Each Guarantor hereby fullyentered into with a person that is the First Lien Administrative Agent or a First Lien Lender or any affiliate of the First Lien Administrative Agent or a First Lien Lender at the time of entering into such arrangements (collectively, the “Hedging Arrangements”) and certain cash management arrangements entered into with a person that is the First Lien Administrative Agent or a First Lien Lender or any affiliate of any the First Lien Administrative Agent or a First Lien Lender at the time of entering into such arrangements (collectively, the “Cash Management Arrangements” and, together with the Hedging Arrangements, the “Secured Agreements”), will be unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, guaranteed jointly and severally with on a senior secured basis (the “First Lien Guarantees”) by Holdings and each other Guarantor, to each Holder existing and subsequently acquired or organized wholly-owned material U.S. and Canadian domestic subsidiary of the Notes Borrower, subject to the First Lien Documentation Principles and other than Excluded Subsidiaries (the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors” and the Trustee Guarantors together with the full and punctual payment when dueBorrower, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company under this Second Supplemental Indenture (all the foregoing being hereinafter collectively called the “ObligationsLoan Parties”). Each Guarantor further agrees (Neither the Acquired Business nor any of its subsidiaries will be Loan Parties prior to the extent permitted by law) consummation of the Acquisition and the initial funding of the Facilities. The First Lien Term Facility Documentation will provide that the Obligations may be extended term “FSHCO” means any direct or renewed, in whole indirect subsidiary of Holdings that has no material assets other than equity interests (or in part, without notice equity interests and indebtedness) of one or further assent from it, and that it will remain bound under this Article VI notwithstanding any extension or renewal of any Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Company of any more non-U.S. subsidiaries of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. (d) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason Borrower (other than payment Canadian subsidiaries) that are “controlled foreign corporations” within the meaning of Section 957(a) of the Obligations in full), including Code or other FSHCOs. Neither the Acquired Business nor any claim of waiver, release, surrender, alteration or compromise, and shall not its subsidiaries will be subject Loan Parties prior to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason the consummation of the invalidity, illegality or unenforceability Acquisition and the initial funding of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equityFacilities. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. (a) Each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder 26.1 In consideration of the Notes Seller entering into this Agreement, the Kosmos Guarantor irrevocably and unconditionally guarantees to the Trustee Seller punctual performance by Kosmos of its obligations to pay all monies owed by Kosmos to the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, Seller in connection with the purchase of the principal of, premium, if any, and interest Shares on the Notes terms and all other obligations subject to the conditions of the Company under this Second Supplemental Indenture Agreement (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees (, and undertakes to the extent permitted by law) Seller that whenever Kosmos does not fulfil a Guaranteed Obligation, the Kosmos Guarantor shall immediately on demand pay that amount as if it was the principal obligor so that the Obligations may be extended same benefits are conferred on the Seller as it would have received if such obligation had been performed and satisfied by Kosmos (the “Kosmos Guarantee”). 26.2 The Kosmos Guarantor, as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under the Kosmos Guarantee, undertakes to indemnify and hold the Seller harmless from and against any Loss suffered or renewedincurred by it arising directly or indirectly out of, as a result of or in connection with the non-performance by Kosmos of any of the Guaranteed Obligations. 26.3 The Kosmos Guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by Kosmos under the Guaranteed Obligations, regardless of any intermediate payment or discharge in whole or in part. 26.4 In consideration of each of the Purchasers entering into this Agreement, without notice or further assent from it, the Seller Guarantor irrevocably and that it will remain bound unconditionally guarantees to each of the Purchasers punctual performance by the Seller of all of the Seller’s obligations under this Article VI notwithstanding Agreement and undertakes to each Purchaser that: (a) whenever the Seller does not pay any extension amount when due under or renewal of in connection with this Agreement and any Obligation.other Transaction Document, the Seller Guarantor shall immediately on demand pay that amount to the Purchasers as if it was the principal obligor; and (b) Each whenever the Seller fails to perform any other obligations under this Agreement or any other Transaction Document, the Seller Guarantor waives presentation toshall immediately on demand perform (or procure performance of) and satisfy (or procure the satisfaction of) that obligation, demand so that the same benefits are conferred on each of payment the Purchasers as it would have received if such obligation had been performed and satisfied by the Seller (the “Seller Guarantee”). 26.5 The Seller Guarantor, as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities in Clause 26.4, undertakes to indemnify and hold each Purchaser harmless from and protest to against any Loss suffered or incurred by it arising directly or indirectly out of, as a result of or in connection with the Company non-performance by the Seller of any of its obligations in accordance with the Obligations Seller Guarantee. 26.6 The Seller Guarantee is a continuing guarantee and also waives notice of protest for nonpayment. Each Guarantor waives notice will extend to any sums payable by the Seller to the Purchasers under this Agreement, regardless of any default under the Notes intermediate payment or the Obligations. discharge in whole or in part. 26.7 The obligations of each the Kosmos Guarantor hereunder shall not be affected by (a) and/or the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Seller Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. (d) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at will not be affected by any time paymentact, omission, matter or thing which, but for this Clause 26.7 would reduce, release or prejudice any of its obligations under this Agreement or any other Transaction Document including: (a) any time, waiver or consent granted to the Purchasers, Seller (as the case may be) or any other person; (b) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any part thereof, of principal of rights against any guaranteed Party under this Agreement or interest on any other Transaction Document; (c) the insolvency (or similar proceedings) of the Obligations is rescinded Seller or must otherwise be restored by Kosmos (as applicable), any Holder upon the bankruptcy incapacity or reorganization lack of power, authority or legal personality of the Company Seller or otherwise.Kosmos (as applicable) or change in control, ownership or status of the Seller or Kosmos (as applicable); (d) any amendment to this Agreement or any other Transaction Document; (e) any illegality, invalidity or unenforceability of any obligation of any person under this Agreement or any other Transaction Document; or (f) In furtherance of the foregoing and not in limitation of any other right act, event or omission which any Holder has at law might operate to discharge, impair or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay otherwise affect any of the Obligations when obligations of the Kosmos Guarantor or Seller Guarantor (as applicable) or any of the rights, powers and as remedies conferred on the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paidPurchaser, in casheach case under this Agreement or any other Transaction Document. 26.8 The Kosmos Guarantor waives any right which it may have to first require the Seller to proceed against Kosmos before claiming from the Kosmos Guarantor. The Seller Guarantor also waives any right which it may have to first require the Purchasers to proceed against the Seller before claiming from the Seller Guarantor, in each case under this Clause 26. 26.9 Until all amounts which may be or become payable: (a) by Kosmos to the Holders an amount equal to Seller under the sum of Guaranteed Obligations have been irrevocably paid in full: (i) the unpaid amount Kosmos Guarantor will not make demand for the payment of such Obligations then due and owing and any sum from Kosmos connected with or in relation to the sum demanded by the Seller or claim any set-off or counterclaim against Kosmos; (ii) accrued if Kosmos is insolvent or in liquidation, the Kosmos Guarantor will not prove in any such insolvency or liquidation in competition with the Seller; (iii) the Seller shall not be obliged to apply any sums held or received by it from the Kosmos Guarantor towards payment of Kosmos’s obligations; and (iv) the Kosmos Guarantor will not exercise any rights which it may have to be indemnified by the Seller or otherwise claim from the Seller any sums which may be owing to it from the Seller. (b) by the Seller to the Purchasers under or in connection with this Agreement and unpaid interest any other Transaction Document have been irrevocably paid in full: (i) the Seller Guarantor will not make demand for the payment of any sum from the Seller connected with or in relation to the sum demanded by the Purchasers or claim any set-off or counterclaim against the Seller; (ii) if the Seller is insolvent or in liquidation, the Seller Guarantor will not prove in any such insolvency or liquidation in competition with the Purchasers; (iii) the Purchasers shall not be obliged to apply any sums held or received by them from the Seller Guarantor towards payment of the Seller’s obligations; and (iv) the Seller Guarantor will not exercise any rights which they may have to be indemnified by the Purchasers or otherwise claim from the Purchaser any sums which may be owing to it from either Purchaser. 26.10 The Kosmos Guarantor undertakes to hold any security taken from Kosmos in connection with the Kosmos Guarantee and any monies or rights received by the Kosmos Guarantor from Kosmos as trustee on trust for the Seller pending discharge in full of all of the Kosmos Guarantor’s obligations under the Kosmos Guarantee. 26.11 The Seller Guarantor undertakes to hold any security taken from the Seller in connection with the Seller Guarantee and any monies or rights received by the Seller Guarantor from the Seller as trustee on trust for the Purchasers pending discharge in full of all of the Seller Guarantor’s obligations under the Seller Guarantee. 26.12 The Seller Guarantor agrees that: (a) if any payment received by the Purchasers from the Seller in relation to its obligations under this Agreement is avoided or set aside on the subsequent insolvency or liquidation of the Seller any amount received by the Purchasers and subsequently repaid, shall not discharge or diminish the liability of the Seller Guarantor under this Clause 26, and this Clause 26 shall apply as if such Obligations then payment had at all times remained owing by the Seller; and (b) after a demand has been made by the Purchasers under this Clause 26 and until the amount demanded has been paid in full, the Purchasers may take such action as it thinks fit against the Seller to recover all sums due and payable to it under this Agreement, without affecting the obligations of the Seller Guarantor under this Clause 26. 26.13 The Kosmos Guarantor agrees that: (a) if any payment received by the Seller from Kosmos in relation to its obligations under this Agreement is avoided or set aside on the subsequent insolvency or liquidation of Kosmos any amount received by the Seller and subsequently repaid, shall not discharge or diminish the liability of the Kosmos Guarantor under this Clause 26, and this Clause 26 shall apply as if such payment had at all times remained owing by Kosmos; and (but only b) after a demand has been made by the Seller under this Clause 26 and until the amount demanded has been paid in full, the Seller may take such action as it thinks fit against Kosmos to recover all sums due and payable to it under this Agreement, without affecting the obligations of the Kosmos Guarantor under this Clause 26. 26.14 The Kosmos Guarantor warrants to the extent not prohibited by lawSeller as of the Execution Date and as of the Completion Date in the terms of Clause 10.2(a) to 10.2(d) (inclusive) (with all references to “the Seller” and/or the “Group Companies” deemed to be references to the “Kosmos Guarantor”). (g) Each 26.15 The Seller Guarantor further agrees that, warrants to the Purchasers as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated Execution Date and as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) Completion Date in the event terms of any such declaration of acceleration of such Obligations, such Obligations Clause 10.2(a) to 10.2(d) (whether or not due and payableinclusive) shall forthwith become due and payable by (with all references to “the Guarantor for Seller” and/or the purposes of this Guarantee“Group Companies” deemed to be references to the “Seller Guarantor”). (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. The Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to each Securityholder and to the Trustee and its successors and assigns (a) Each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of the Notes and the Trustee the full and punctual payment of principal, Make-Whole Premium, Interest, Liquidated Damages, if any, and Defaulted Interest, if any, with respect to the Securities when due, whether at maturity, by acceleration, by redemption, by repurchase, redemption or otherwise, and all other monetary obligations of the principal of, premium, if any, Company under this Indenture (including obligations to the Trustee) and interest on the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Second Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “"Obligations”"). Each Guarantor The Subsidiary Guarantors further agrees (to the extent permitted by law) agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from itthe Subsidiary Guarantors, and that it the Subsidiary Guarantors will remain bound under this Article VI X notwithstanding any extension or renewal of any Obligation. (b) Each Guarantor waives . The Subsidiary Guarantors waive presentation to, demand of of, payment from and protest to the Company of any of the Obligations and also waives waive notice of protest for nonpayment. Each Guarantor waives The Subsidiary Guarantors waive notice of any default under the Notes Securities or the Obligations. The obligations of each Guarantor hereunder the Subsidiary Guarantors under this Section 10.1 shall not be affected by (a) the failure of any Holder Securityholder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other person Person under this Second Supplemental Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreementObligation; (c) any rescission, waiver, amendment amendment, modification or modification supplement of any of the terms or provisions of this Second Supplemental IndentureIndenture (other than this Article X), the Notes Securities or any other agreement, unless such rescission, waiver, amendment, modification or supplement expressly affects the obligations of any Subsidiary Guarantor under this Section 10.1; (d) the release of any security held by any Holder Securityholder or the Trustee for the Obligations or any Guarantorof them; (e) the failure of any Holder Securityholder or Trustee to exercise any right or remedy against any other Guarantorguarantor of the Obligations; or (f) any change in the ownership of the Company. (c) Each Guarantor . The Subsidiary Guarantors further agrees agree that its Guarantee their Guarantees herein constitutes constitute a guarantee of payment payment, performance and compliance when due (and not a guarantee of collection) and waives waive any right to require that any resort be had by any Holder Securityholder or the Trustee to any security held for payment of the Obligations. (d) The Obligations . Except as set forth in this Indenture, the obligations of each Guarantor the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of defense, setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, except as set forth in this Indenture, the obligations of each Guarantor the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder Securityholder or the Trustee to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor the Subsidiary Guarantors or would otherwise operate as a discharge of such Guarantor the Subsidiary Guarantors as a matter of law or equity. (e) Each Guarantor . The Subsidiary Guarantors further agrees agree that its Guarantee their Guarantees herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations Obligation is rescinded or must otherwise be restored by any Holder Securityholder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (f) , unless such Guarantee has been released in accordance with Section 10.9. In furtherance of the foregoing and not in limitation of any other right which any Holder Securityholder or the Trustee has or may have at law or in equity against any Guarantor the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any of the Obligations Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase redemption or otherwise, each Guarantor or to perform or comply with any other Obligation, the Subsidiary Guarantors hereby promises promise to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders Securityholders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations then due and owing and Obligations, (ii) accrued and unpaid interest Interest on such Obligations then due and owing (but only to the extent not prohibited by law). ) and (giii) Each Guarantor further agrees all other monetary Obligations of the Company to the Securityholders and the Trustee. The Subsidiary Guarantors agree that, as between such Guarantorthe Subsidiary Guarantors, on the one hand, and the HoldersSecurityholders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture Article VI for the purposes of its the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby hereby, and (y) in the event of any such declaration of acceleration of such ObligationsObligations as provided in Article VI, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Subsidiary Guarantors for the purposes of this Guarantee. (h) Each Guarantor Section. The Subsidiary Guarantors also agrees agree to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees' fees and expenses) incurred by the Trustee or the Holders any Securityholder in enforcing any rights under this Section.

Guarantees. (a) Each Guarantor hereby fullySubject to the provisions of this Article XI, unconditionally and irrevocably guarantees, as primary obligor and not merely as suretyeach Guarantor, jointly and severally with each other Guarantorseverally, irrevocably and unconditionally guarantees to each Holder of the Notes Securities and to the Trustee on behalf of the full Holders: (i) the due and punctual payment in full of principal of and interest on the Securities when due, whether at stated maturity, by upon acceleration, by redemption, by repurchase, redemption or otherwise, ; (ii) the due and punctual payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations overdue principal of the Company under this Second Supplemental Indenture (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (and, to the extent permitted by law, interest on the Securities; and (iii) that the due and punctual payment of all other Obligations may be extended of the Company and the other Guarantors to the Holders or renewedthe Trustee hereunder or under the Securities, in whole or in partincluding, without notice limitation, the payment of fees, expenses, indemnification or further assent from itother amounts. 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 pay any such other Obligation, each Guarantor agrees to cause any such payment to be made punctually when due, whether at stated maturity, upon acceleration, redemption or otherwise, and that it will remain bound as if such payment were made by the Company and to perform any such other Obligation of the Company immediately. Each Guarantor further agrees 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 Article VI notwithstanding any extension or renewal XI are guarantees of any Obligationpayment and not of collection. (b) Each Guarantor of the Company and the Guarantors waives presentation todiligence, presentment, demand of payment from and protest to payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company of or any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce other Guarantor, any right or remedy to require a proceeding first against the Company or any other person under Guarantor, protest or notice with respect to the Securities and all demands whatsoever, and covenants that these Guarantees shall not be discharged except by complete performance of the Obligations contained in the Securities and in this Second Supplemental Indenture, the Notes or any other agreement as otherwise specifically provided therein or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Companyherein. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due waives and relinquishes: (and not a guarantee of collectioni) and waives any right to require that the Trustee, the Holders or the Company (each, a “Benefited Party”) to proceed against the Company, the Subsidiaries of the Company or any resort be had by any Holder other Person or to proceed against or exhaust any security held for payment by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantors; (ii) any defense that may arise by reason of the Obligationsincapacity, 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 incurrence 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) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and Holders and the HoldersTrustee, on the other hand: (i) for purposes of the relevant Guarantee, (x) the maturity of the Obligations guaranteed hereby by such Guarantee may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee hereinArticle VI, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and thereby, and (yii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) such Obligations shall forthwith become due and payable by the such Guarantor for the purposes of this such Guarantee. (he) The Guarantees shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment, or any part thereof, of principal of or interest on any of the Securities is rescinded or must otherwise be returned by the Holders or the Trustee upon the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, all as though such payment had not been made. (f) Each Guarantor also agrees shall be subrogated to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or rights of the Holders against the Company in enforcing respect of any rights under amounts paid by such Guarantor pursuant to the provisions of the Guarantees or this SectionIndenture; provided, however, that a Guarantor shall not be entitled to enforce or to receive any payments until the principal of and interest on all Securities issued hereunder shall have been paid in full.

Guarantees. (a) Each Subsidiary Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantorseverally, to each Holder of Lender and to the Notes Administrative Agent and the Trustee its successors and assigns (a) the full and punctual payment of principal of and interest on the Loans when due, whether at maturity, by acceleration, by redemption, by repurchase, mandatory prepayment or otherwise, and all other monetary obligations of the principal of, premium, if any, Borrower under this Agreement and interest on the other Interim Loan Documents (other than the Exchange Notes and the Exchange Note Indenture) and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Borrower under this Second Supplemental Indenture Agreement and such other Interim Loan Documents (all the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). Each Subsidiary Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, such Subsidiary Guarantor and that it such Subsidiary Guarantor will remain bound under this Article VI X notwithstanding any extension or renewal of any Obligation. (b) . Each Subsidiary Guarantor waives presentation to, demand of of, payment from and protest to the Company Borrower of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under on the Notes or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a1) the failure of any Holder Lender or the Administrative Agent to assert any claim or demand or to enforce any right or remedy against the Company Borrower or any other person Person (including any Subsidiary Guarantor) under this Second Supplemental IndentureAgreement, the Notes other Interim Loan Documents or any other agreement or otherwise; (b2) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreementthereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental IndentureAgreement, the Notes other Interim Loan Documents or any other agreement; (d4) the release of any security held by any Holder Lender or the Trustee Administrative Agent for the Guaranteed Obligations or any Guarantorof them; (e5) the failure of any Holder Lender or the Administrative Agent to exercise any right or remedy against any other GuarantorGuarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 10.06, any change in the ownership of the Company. (c) such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Guarantee Subsidiary Guaranty herein constitutes a guarantee of payment payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder Lender or the Administrative Agent to any security held for payment of the Guaranteed Obligations. (d) The Obligations . Except as expressly set forth in Sections 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder Lender or the Administrative Agent to assert any claim or demand or to enforce any remedy under this Second Supplemental IndentureAgreement, the Notes other Interim Loan Documents or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. (e) . Each Subsidiary Guarantor further agrees that its Guarantee Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations Obligation is rescinded or must otherwise be restored by any Holder Lender or the Administrative Agent upon the bankruptcy or reorganization of the Company Borrower or otherwise. (f) . In furtherance of the foregoing and not in limitation of any other right which any Holder Lender or the Administrative Agent has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Borrower to pay the principal of or interest on any of the Obligations Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase mandatory prepayment or otherwise, or to perform or comply with any other Obligation, each Subsidiary Guarantor hereby promises to and willshall, upon receipt of written demand by the TrusteeAdministrative Agent, forthwith pay, or cause to be paid, in cash, to the Holders Lenders or the Administrative Agent an amount equal to the sum of (iA) the unpaid amount of such Obligations then due and owing and Guaranteed Obligations, (iiB) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law). ) and (gC) all other monetary Guaranteed Obligations of the Borrower to the Lenders and the Administrative Agent. Each Subsidiary Guarantor further agrees that, as between such Guarantorit, on the one hand, and the HoldersLenders and the Administrative Agent, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture Article VII for the purposes of its Guarantee such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby Guaranteed Obligations, and (yii) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Article VII, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Guarantee. (h) Section. Each Subsidiary Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ ' fees) incurred by the Trustee Administrative Agent or the Holders any Lender in enforcing any rights under this Section.

Guarantees. On the Issue Date, there will exist no Guarantors. With respect to any Person that becomes a Guarantor after the Issue Date, such Guarantor agrees as set forth in this Article 10. (a) Each Guarantor hereby fullyjointly and severally, irrevocably and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder of the Notes and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by redemption, by repurchase, redemption or otherwise, of all obligations of the principal Issuer and Holdings under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of Accreted Value of, premium, if any, and or interest on or additional interest in respect of the Notes and all other monetary obligations of the Company Issuer and Holdings under this Second Supplemental Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer and Holdings whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from iteach such Guarantor, and that it will each such Guarantor shall remain bound under this Article VI 10 notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Company Issuer and Holdings of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or Holdings or any other person Person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (bii) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (div) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantor; (ev) the failure of any Holder or Trustee to exercise any right or remedy against any other Guarantorguarantor of the Guaranteed Obligations; or (fvi) any change in the ownership of the Companysuch Guarantor, except as provided in Section 10.02(b). (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and hereby waives any right to require which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any resort right to which it may be had by any Holder entitled to any security held for have the assets of the Issuer and Holdings first be used and depleted as payment of the Obligations. (d) The Obligations of each Guarantor Issuer’s, Holdings’ or such Guarantor’s obligations hereunder shall not be subject prior to any reduction, limitation, impairment amounts being claimed from or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or paid by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) hereunder. Each Guarantor further agrees hereby waives any right to which it may be entitled to require that its Guarantee herein shall continue the Issuer or Holdings be sued prior to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity an action being initiated against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time, directly or indirectly, become or be liable in respect of any Guaranty, or assume, guarantee, become surety for, endorse or otherwise agree, become or remain directly or contingently liable upon or with respect to any obligation or liability of any other Person, except for the following: (i) Guarantees with respect to Indebtedness of a Loan Party or Subsidiary of a Loan Party, which Indebtedness is not restricted under any clause of Section 7.2.1 [Indebtedness] (without reference to clause (v) thereof), and Guarantees with respect to obligations (other than Indebtedness) of a Loan Party or Subsidiary of a Loan Party, provided that (a) Each Guarantor hereby fully, unconditionally Guarantees by the Parent Company or its domestic Subsidiaries of Indebtedness and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of the Notes and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, of the principal of, premium, if any, and interest on the Notes and all other obligations (other than obligations under Other Lender Provided Financial Service Products) of Foreign Subsidiaries shall not exceed in the Company under this Second Supplemental Indenture (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewedaggregate at any time outstanding $20,000,000, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article VI notwithstanding any extension or renewal of any Obligation.and (b) Each Guarantor waives presentation to, demand Guarantees by the Parent Company or its domestic Subsidiaries of payment from and protest to the Company obligations in respect of any Other Lender Provided Financial Service Products of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder Foreign Subsidiaries shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change exceed in the ownership of the Company. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. (d) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if aggregate at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise.outstanding $75,000,000; (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued Guarantees in the ordinary course of business owed to landlords for the payment of rent under real property leases and unpaid interest on such Obligations then due of obligations of suppliers, customers, franchisees and owing (but only to licensees of the extent not prohibited by law).Loan Parties and their Subsidiaries, and (giii) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity Guarantees in favor of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this GuaranteeAdministrative Agent. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.”

Guarantees. (a) Each Guarantor hereby fullySubject to the provisions of this Article X, unconditionally and irrevocably guarantees, as primary obligor and not merely as suretyeach Guarantor, jointly and severally with each other Guarantorseverally, irrevocably and unconditionally guarantees to each Holder of the Notes Securities and to the Trustee on behalf of the full Holders: (i) the due and punctual payment in full of principal of and interest on the Securities when due, whether at stated maturity, by upon acceleration, by redemption, by repurchase, redemption or otherwise, ; (ii) the due and punctual payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations overdue principal of the Company under this Second Supplemental Indenture (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (and, to the extent permitted by law, interest on the Securities; and (iii) that the due and punctual payment of all other Obligations may be extended of the Company and the other Guarantors to the Holders or renewedthe Trustee hereunder or under the Securities, in whole or in partincluding, without notice limitation, the payment of fees, expenses, indemnification or further assent from itother amounts. 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 pay any such other Obligation, each Guarantor agrees to cause any such payment to be made punctually when due, whether at stated maturity, upon acceleration, redemption or otherwise, and that it will remain bound as if such payment were made by the Company and to perform any such other Obligation of the Company immediately. Each Guarantor further agrees 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 Article VI notwithstanding any extension or renewal X are guarantees of any Obligationpayment and not of collection. (b) Each Guarantor of the Company and the Guarantors waives presentation todiligence, presentment, demand of payment from and protest to payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company of or any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce other Guarantor, any right or remedy to require a proceeding first against the Company or any other person under Guarantor, protest or notice with respect to the Securities and all demands whatsoever, and covenants that these Guarantees shall not be discharged except by complete performance of the Obligations contained in the Securities and in this Second Supplemental Indenture, the Notes or any other agreement as otherwise specifically provided therein or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Companyherein. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due waives and relinquishes: (and not a guarantee of collectioni) and waives any right to require that the Trustee, the Holders or the Company (each, a “Benefited Party”) to proceed against the Company, the Subsidiaries of the Company or any resort be had by any Holder other Person or to proceed against or exhaust any security held for payment by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantors; (ii) any defense that may arise by reason of the Obligationsincapacity, 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 incurrence 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) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and Holders and the HoldersTrustee, on the other hand: (i) for purposes of the relevant Guarantee, (x) the maturity of the Obligations guaranteed hereby by such Guarantee may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee hereinArticle VI, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and thereby, and (yii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) such Obligations shall forthwith become due and payable by the such Guarantor for the purposes of this such Guarantee. (he) The Guarantees shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment, or any part thereof, of principal of or interest on any of the Securities is rescinded or must otherwise be returned by the Holders or the Trustee upon the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, all as though such payment had not been made. (f) Each Guarantor also agrees shall be subrogated to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or rights of the Holders against the Company in enforcing respect of any rights under amounts paid by such Guarantor pursuant to the provisions of the Guarantees or this SectionIndenture; provided, however, that a Guarantor shall not be entitled to enforce or to receive any payments until the principal of and interest on all Securities issued hereunder shall have been paid in full.

Guarantees. (a) Each Guarantor 20.1.1 In consideration of the Purchaser entering into this Agreement EIS hereby fully, unconditionally and irrevocably guarantees, guarantees to the Purchaser as primary principal obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of a continuing guarantee the Notes and the Trustee the full due and punctual payment when due, whether at maturity, performance by acceleration, by redemption, by repurchase, or otherwise, the Vendor of the principal of, premium, if any, and interest on the Notes and all other its obligations of the Company under this Second Supplemental Indenture Agreement and irrevocably and unconditionally undertakes with the Purchaser that if the Vendor shall fail in any respect to fulfill any of such obligations to indemnify and keep indemnified the Purchaser against all losses, damages, costs and expenses of whatsoever nature (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (to the extent permitted by lawincluding reasonable legal and other professional fees) that the Obligations which may be extended suffered or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article VI notwithstanding any extension or renewal of any Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to incurred by the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice Purchaser by reason of any default or delay on the part of the Vendor in the performance of the said obligations. 20.1.2 EIS' guarantee hereunder and the Purchaser's rights under the Notes or the Obligations. The obligations of each Guarantor hereunder it shall not be affected or prejudiced by (a) the failure of any Holder to assert any claim Purchaser varying, releasing, omitting or demand or neglecting to enforce any right the terms of this Agreement or remedy against the Company or by any other person under this Second Supplemental Indenture, fact or circumstances and whether known to the Notes Purchaser or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Companynot shall nevertheless be recoverable from EIS as principal debtor. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and 20.1.3 EIS hereby irrevocably waives any right to require that the Purchaser first proceeds against or claims payment from the Vendor or any resort be had by any Holder to any security held for payment other person before claiming under this Clause. 20.1.4 The obligations of EIS under this Clause shall continue notwithstanding Completion and the provisions of this Clause shall remain in force until all the obligations of the ObligationsVendor hereby guaranteed have been discharged in full. (d) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment 20.2.1 In consideration of the Obligations Vendor entering into this Agreement Farrel hereby unconditionally and irrevocably guarantees to the Vendor as principal obligor and as a continuing guarantee the due and punctual performance by the Purchaser of all its obligations under this Agreement and irrevocably and unconditionally undertakes with the Vendor that if the Purchaser shall fail in full)any respect to fulfil any of such obligations to indemnify and keep indemnified the Vendor against all losses, damages, costs and expenses of whatsoever nature (including any claim of waiver, release, surrender, alteration reasonable legal and other professional fees) which may be suffered or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or incurred by the Vendor by reason of any default or delay on the invalidity, illegality or unenforceability part of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, Purchaser in the performance of the Obligationssaid obligations. 20.2.2 ▇▇▇▇▇▇'▇ guarantee hereunder and the Vendor's rights under it shall not be affected or prejudiced by the Vendor varying, releasing, omitting or neglecting to enforce the terms of this Agreement or by any other act fact or thing circumstances and whether known to the Vendor or omission not shall nevertheless be recoverable from Farrel as principal debtor. 20.2.3 Farrel hereby irrevocably waives any right to require that the Vendor first proceeds against or delay to do claims payment from the Purchaser or any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights person before claiming under this SectionClause.

Guarantees. (a) Each Subject to this ARTICLE Eleven, each Guarantor hereby fullyjointly and severally, irrevocably and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder of the Notes a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, regardless of the validity and enforceability of this Indenture, (i) the full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by redemption, by repurchase, redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, premium, or premium (if any), and interest on (if any) on, the Notes and all other monetary obligations of the Company Issuer under this Second Supplemental Indenture (including interest on the overdue principal of, premium (if any), interest (if any) on, the Notes, if lawful (subject in all cases to any applicable grace period provided herein)) and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from iteach such Guarantor, and that it will each such Guarantor shall remain bound under this Article VI ARTICLE Eleven notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation topresentment, demand of payment from and protest payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer in relation to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other person Person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (bii) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (div) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantor; (ev) the failure of any Holder or Trustee to exercise any right or remedy against any other Guarantorguarantor of the Guaranteed Obligations; or (fvi) the recovery of any judgment against the Issuer; (vii) any change in the ownership of the Companysuch Guarantor, except as provided in Section 11.07 or Section 11.08 or (viii) any other circumstance which might constitute a legal or equitable discharge or defense of a Guarantor. (c) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of, premium (if any), interest (if any) on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee (or as directed by the Holders), forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal of and premium (if any) on such Guaranteed Obligations, (ii) accrued and unpaid interest(if any), on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the Issuer to the Holders and the Trustee. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. (d) The Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer in respect of such Guaranteed Obligations first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor. (e) Except as expressly set forth in Article Eight, Section 11.02 and Section 11.08, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such any Guarantor as a matter of law or equity. (ef) Each Guarantor further agrees that its Note Guarantee herein shall continue remain in full force and effect until payment in full of all the Guaranteed Obligations. If any Holder or the Trustee is required by any court or otherwise to be effective or be reinstatedreturn to the Issuer, as the case may be, if at any time payment, Guarantors or any part thereofcustodian, of principal of trustee, liquidator or interest on other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Obligations is rescinded Trustee or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereofsuch Holder, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cashthis Note Guarantee, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due extent theretofore discharged, shall be reinstated in full force and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law)effect. (g) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between such Guarantorit, on the one hand, and the HoldersHolders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture Article Six for the purposes of its the Note Guarantee hereinof such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby hereby, and (yii) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Article Six, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Guarantor for the purposes of this the Note Guarantee of such Guarantor. 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 Note Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or the Holders any Holder in enforcing any of its rights under this SectionSection 11.01. (i) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to more effectively carry out the purpose of this Indenture.

Guarantees. (a) Each Subject to the provisions of this Article 10, each Guarantor hereby fully, jointly and severally with each other Guarantor irrevocably and unconditionally and irrevocably guarantees, guarantees as a primary obligor and not merely as surety, jointly and severally with each other Guarantor, a surety on a senior basis to each Holder of Holder, the Notes Trustee, the Collateral Agent and the Trustee their respective successors and assigns (i) the full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by redemption, by repurchase, redemption or otherwise, of all Obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premiumor premium or interest on, if anythe Securities and all other monetary obligations of the Issuer under this Indenture and the Securities, and interest on (ii) the Notes full and punctual performance within applicable grace periods of all other obligations of the Company Issuer, whether for fees, expenses, indemnification or otherwise under this Second Supplemental Indenture and the Securities, on the terms set forth in this Indenture by becoming a party to this Indenture (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). . (b) Each Guarantor further agrees that (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from iteach such Guarantor, and that it will each such Guarantor shall remain bound under this Article VI 10 notwithstanding any extension or renewal of any Guaranteed Obligation. The Guaranteed Obligations of a Guarantor will be secured by security interests (subject to Permitted Liens) in the Notes Collateral owned by such Guarantor to the extent provided for in the Security Documents and as required pursuant to Sections 4.11 and 4.13. (bc) Each Guarantor waives presentation to, demand of payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other person Person under this Second Supplemental Indenture, the Notes Securities, any Security Document, or any other agreement or otherwise; (bii) any extension or renewal of this Second Supplemental Indenture, the Notes Securities, any Security Document or any other agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes Securities, any Security Document or any other agreement; (div) the release of any security held by any Holder Holder, the Trustee or the Trustee Collateral Agent for the Guaranteed Obligations or any Guarantor; (ev) the failure of any Holder Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other Guarantorguarantor of the Guaranteed Obligations; or (fvi) any change in the ownership of the Companysuch Guarantor, except as provided in Section 10.03. (cd) Each Guarantor hereby waives any right to which it may be entitled to (i) have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed, (ii) have the assets of the Issuer or any other Guarantor first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder and (iii) require that the Issuer be sued prior to an action being initiated against such Guarantor. (e) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations. (df) The Obligations Except as expressly set forth in Sections 8.01, 10.02, 10.03 and 10.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (i) the failure of any Holder Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes Securities, any Security Document or any other agreement, by (ii) any waiver or modification of any thereof, by (iii) any default, failure or delay, willful or otherwise, in the performance of the Obligations, obligations or by (iv) any other act or thing or omission or delay to do any other act or thing which that may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such any Guarantor as a matter of law or equity. (eg) Each Except as expressly set forth in Sections 8.01 and 10.03, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of its Guaranteed Obligations. Except as expressly set forth in Sections 8.01 and 10.03, each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. (fh) In furtherance of the foregoing and not in limitation of any other right which that any Holder Holder, the Trustee or the Collateral Agent has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of or interest on any of the Obligations Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the TrusteeTrustee in accordance with this Indenture, forthwith pay, or cause to be paid, in cash, to the Holders Holders, the Trustee or the Collateral Agent an amount equal to the sum of (i) the unpaid principal amount of such Obligations then due and owing and Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by applicable law). ) and (giii) Each Guarantor further agrees that, as between such Guarantor, on all other monetary obligations of the one hand, and Issuer then due to the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture Trustee and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration Collateral Agent in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. (a) Each Guarantor hereby fully, The First Lien Notes and all obligations under the indenture related thereto will be unconditionally guaranteed by each existing and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder subsequently acquired or organized wholly owned domestic subsidiary of the Notes Issuer (the “Note Guarantors”), subject to exceptions consistent with the Documentation Precedent and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, of the principal of, premiumothers, if any, and interest to be set forth in the definitive documentation, on a senior first-priority secured basis (the Notes “Note Guarantees”). The Note Guarantees will rank pari passu in all respects, including in right of payment, with all obligations under the Credit Agreement and all other obligations senior indebtedness of the Company under this Second Supplemental Indenture (Note Guarantors. The Note Guarantees will be guarantees of payment and performance and not of collection. Security: Subject to the limitations set forth below and limitations consistent with the Documentation Precedent, the First Lien Notes and the Note Guarantees will be secured by a first-priority security interest in substantially all the foregoing being hereinafter collectively called owned material assets of the Issuer and each Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “ObligationsCollateral”). Each , including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or any Note Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewedwhich pledge, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article VI notwithstanding any extension or renewal the case of any Obligation. foreign subsidiary, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary) (b) Each Guarantor waives presentation toa perfected first priority lien on cash, demand of payment from deposit accounts and protest to the Company of any of the Obligations securities accounts, and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescissionperfected first-priority security interests in, waiverand mortgages on, amendment or modification of any substantially all owned tangible and intangible assets of the terms Issuer and each Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property (including an assignment of rents)) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or provisions other consequences of this Second Supplemental Indentureobtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the Notes granting or perfecting such security interest would violate any other agreement; applicable law (dincluding gaming laws and regulations) or contract (and with regard to which contract the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder counterparty thereto requires such prohibition as a condition to exercise any right or remedy against any other Guarantor; or (f) any change entering into such contract, such contract has been entered into in the ownership ordinary course of the Company. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (business, such restriction is consistent with industry custom and consent has been requested and not a guarantee received), and (z) other exceptions consistent with the Documentation Precedent; and provided that the pledge of collection) equity interests and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. (d) The Obligations of each Guarantor hereunder shall not other securities will be subject to any reductioncustomary Rule 3-16 cut-back provisions. For avoidance of doubt, limitationlockbox arrangements and control agreements relating to the Issuer’s and its subsidiaries’ bank accounts and securities accounts will be required to be delivered at closing. The operating lease with [Caesars Entertainment Operating Company, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and Inc.] shall not be subject to any defense of setoffa customary subordination and non-disturbance agreement as provided in the Lease Term Sheet attached to the Restructuring Support Agreement. All the above-described pledges, counterclaimsecurity interests and mortgages shall be created on terms, recoupment or termination whatsoever or by reason and pursuant to documentation, consistent with the Documentation Precedent. The relative rights and priorities in the Collateral for each of the invalidity, illegality or unenforceability of Credit Agreement and the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not First Lien Notes will be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, set forth in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees thatFirst Lien Intercreditor Agreement, as between such Guarantorthe administrative agent for the Credit Agreement, on the one hand, and the Holderstrustee for the First Lien Notes, on the other hand, (x) which intercreditor agreement shall provide that the maturity of indebtedness outstanding under the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture Credit Agreement and the Original Indenture for the purposes of its Guarantee hereinFirst Lien Notes vote together as one class and are pari passu in all respects, notwithstanding any stay, injunction or other prohibition preventing such acceleration including in respect of directing the Obligations guaranteed hereby collateral agent thereunder. The relative rights and (y) priorities in the event Collateral for each of any such declaration of acceleration of such Obligationsthe Credit Agreement, such Obligations (whether or not due the First Lien Notes and payable) shall forthwith become due and payable by the Guarantor Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreement, as between the collateral agent for the purposes of this GuaranteeCredit Agreement and the First Lien Notes, on the one hand, and the collateral agent for the Second Lien Notes, on the other hand. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. (a) Each Subject to this Article X, Article XI and Section 12.19, each of the Company, eircom, Holdings and each Additional Note Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of the Notes and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase, redemption or otherwise, of the principal of, premium, if any, interest, and interest Additional Amounts, if any, on the Notes and all other payment obligations of the Company eircom Funding under this Second Supplemental Indenture (all of the foregoing being hereinafter collectively called the “Senior Subordinated Obligations”). Each of the Company, eircom, Holdings and each Additional Note Guarantor further agrees (to the extent permitted by law) that the Senior Subordinated Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article VI X notwithstanding any extension or renewal of any Senior Subordinated Obligation. The guarantee of the Company given hereby is referred to herein as the “Senior Subordinated Valentia Guarantee,” the guarantee of eircom given hereby is referred to herein as the “Senior Subordinated eircom Guarantee” (which, together with the Senior Subordinated Valentia Guarantee and each Additional Note Guarantee, are referred to herein as the “Note Guarantees”). The guarantee of Holdings given hereby is referred to herein as the “Subordinated Holdings Guarantee. (b) ” Each of the Company, eircom, Holdings and any Additional Note Guarantor waives (to the extent permitted by law) presentation to, demand of payment from and protest to the Company eircom Funding of any of the Senior Subordinated Obligations and also waives (to the extent permitted by law) notice of protest for nonpayment. Each of the Company, eircom, Holdings and any Additional Note Guarantor waives (to the extent permitted by law) notice of any default under the Notes or the Senior Subordinated Obligations. The obligations of each of the Company, eircom, Holdings and any Additional Note Guarantor hereunder shall not (to the extent permitted by law) be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company eircom Funding or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreementthereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Senior Subordinated Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantorthem; or (fe) any change in the ownership of eircom Funding. Each of the Company. (c) Each , eircom, Holdings and any Additional Note Guarantor further agrees that its each Note Guarantee herein (or in the case of Holdings, the Subordinated Holdings Guarantee herein) constitutes a guarantee Guarantee of payment when due (and not a guarantee Guarantee of collection) and waives (to the extent permitted by law) any right to require that any resort be had by any Holder to any security held for payment of the Senior Subordinated Obligations. (d) . The Obligations obligations of each of the Company, eircom, Holdings and any Additional Note Guarantor hereunder shall (to the extent permitted by law) shall, subject to this Article X, Article XI and Section 12.19, not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Senior Subordinated Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Senior Subordinated Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Company, eircom, Holdings and any Additional Note Guarantor herein shall (to the extent permitted by law) shall, subject to this Article X, Article XI and Section 12.19, not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes Note or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Senior Subordinated Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such any of the Company, eircom, Holdings or any Additional Note Guarantor as a matter of law or equity. (e) Each . Subject to Section 10.5, each of the Company, eircom, Holdings and any Additional Note Guarantor further agrees that its each Note Guarantee herein (or, in the case of Holdings, the Subordinated Holdings Guarantee herein) shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest interest, or Additional Amounts, if any, on any of the Senior Subordinated Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company eircom Funding or otherwise. (f) In . Subject to the provisions of Section 10.3 hereof, in furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any of the Company, eircom, Holdings and any Additional Note Guarantor by virtue hereof, upon the failure of the Company eircom Funding to pay any of the Senior Subordinated Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase redemption or otherwise, each of the Company, eircom, Holdings and any Additional Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee for and on behalf of itself and the Holders an amount equal to the sum of (i) the unpaid amount of such Senior Subordinated Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only owing. Payments made under this guarantee shall be made to the extent not prohibited by law). (g) Each Guarantor Trustee on behalf of the Holders. The Company further agrees that, as between such Guarantorit, on the one hand, and the Holders, on the other hand, but subject always to Section 11.2 hereof, (x) the maturity of the Senior Subordinated Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its the Note Guarantees herein (or, in the case of Holdings, the Subordinated Holdings Guarantee herein), notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Senior Subordinated Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Senior Subordinated Obligations, such Senior Subordinated Obligations (whether or not due and payable) shall forthwith become due and payable by each of the Company, eircom, Holdings and any Additional Note Guarantor for the purposes of this Senior Subordinated Guarantee (or, in the case of Holdings, this Subordinated Holdings Guarantee. (h) ). Each of the Company, eircom, Holdings and any Additional Note Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. (a) Each Guarantor hereby fully, unconditionally The Borrower covenants and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder agrees that at all times the Subsidiaries which have granted guarantees of all or part of the Notes and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company Borrower under this Second Supplemental Indenture or in connection with the Syndicated Credit Agreement (all or if the foregoing being hereinafter collectively called Syndicated Credit Agreement has terminated, under or in connection with the Syndicated Credit Agreement immediately prior to its termination), except for any Subsidiary which is not permitted to grant a Guarantee of the Loan Obligations pursuant to the terms of the Syndicated Credit Agreement (or if the Syndicated Credit Agreement has terminated, was not permitted to grant a Guarantee of the Loan Obligations pursuant to the terms of the Syndicated Credit Agreement immediately prior to its termination) (each, an “ObligationsExempt Subsidiary”). Each Guarantor further agrees (, shall have, to the extent permitted by law) that same extent, granted Guarantees of the Loan Obligations to the Lender, and such Guarantees shall be in substantially the same form as the guarantee granted under the Syndicated Credit Agreement (or if the Syndicated Credit Agreement has terminated, in substantially the same form as the guarantee last granted under the Syndicated Credit Agreement, subject to such changes as may be extended or renewed, in whole or in part, without notice or further assent from itreasonably required by the Lender, and that it will remain bound under this Article VI notwithstanding any extension or renewal acceptable to the Borrower, acting reasonably, as a result of any Obligation. (b) Each Guarantor waives presentation tochanges in Applicable Law). At the time each such Guarantee is granted after the Effective Date, demand of payment from and protest the Borrower shall also cause to be delivered to the Company of any of Lender the Obligations following as they relate to such Guarantee and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any applicable Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company.: (c) Each Guarantor further agrees that its Guarantee herein constitutes 7.1.1 a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. (d) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge certificate of such Guarantor as with copies of its constating documents, a matter list of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstatedofficers, directors, trustees and/or partners, as the case may be, if at any time payment, who are executing or any part thereof, of principal of or interest who have executed Loan Documents on any its behalf with specimens of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization signatures of those persons, and copies of the Company corporate (or otherwise. (fother equivalent) In furtherance of proceedings taken to authorize it to execute, deliver and perform its obligations under the foregoing Loan Documents and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when all internal approvals and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount authorizations of such Obligations then due Guarantor to permit it to enter into and owing to perform its obligations in relation thereto; 7.1.2 if and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited the same can be obtained, a certificate of status, certificate of compliance or an equivalent certificate issued by law).the relevant Governmental Authority in respect of such Guarantor evidencing the status or good standing of such Guarantor in its jurisdiction of incorporation or formation; and (g) Each Guarantor further agrees that, as between 7.1.3 the opinion of counsel to such Guarantor, on addressed to the one handLender, in relation to, among other things, such other Guarantor, and the Holders, on Loan Documents to which it is a party and such other matters as the other hand, (x) the maturity of the Obligations guaranteed hereby Lender may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guaranteereasonably require. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. (i) The Borrower will not cause or permit any of its Restricted Subsidiaries (other than a Guarantor), directly or indirectly, to guarantee any Indebtedness of the Borrower or any other Guarantor unless such Restricted Subsidiary: (a) Each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder within 5 Business Days of the Notes and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, date on which it guarantees Indebtedness of the principal ofBorrower or any Guarantor executes and delivers to the Agent a guarantee to which such Restricted Subsidiary shall guarantee (each, premium, if any, and interest on the Notes and a “Guarantee”) all other obligations of the Company under this Second Supplemental Indenture (all Borrower’s Obligations and other terms contained in the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (applicable Guarantee and subject to the extent permitted by law) that the Obligations may be extended or renewed, conditions contained in whole or in part, without notice or further assent from it, and that it will remain bound under this Article VI notwithstanding any extension or renewal of any Obligation.such Guarantee; and (b) Each Guarantor waives presentation to, demand of payment from and protest delivers to the Company Agent an opinion of any counsel (which may contain customary exceptions) that such Guarantee has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes legal, valid, binding and enforceable obligation of the Obligations and also waives notice of protest such Restricted Subsidiary. (ii) Thereafter, such Subsidiary shall be a Guarantor for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal all purposes of this Second Supplemental Indenture, Agreement and other Loan Documents until such Guarantee is released in accordance with the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental IndentureAgreement. In the event of a sale or other transfer or disposition of all of the Capital Stock in any Guarantor to any Person that is not an Affiliate of the Borrower in compliance with the terms of this Agreement, or in the event all or substantially all the assets or Capital Stock of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not an Affiliate of the Borrower in compliance with the terms of this Agreement, then, without any further action on the part of the Agent or any Lender, such Guarantor (or the Person concurrently acquiring such assets of such Guarantor) shall be deemed automatically and unconditionally cancelled, released and discharged of any obligations under its Guarantee, as evidenced by agreement, written instrument or confirmation executed by the Agent, upon request; provided, however that the Borrower delivers an Officers’ Certificate to the Agent certifying that the net cash proceeds of such sale or other disposition will be applied in accordance with Section 2.3(b). In addition, upon the release or discharge of any guarantee of other Indebtedness which resulted in the creation of a Guarantee (except a discharge or release by or as a result of payment under such guarantee), the Notes Guarantor of such Guarantee shall be deemed automatically and unconditionally cancelled, released and discharged of any obligations under its Guarantee, as evidenced by agreement, written instrument or confirmation executed by the Agent, upon request. The Borrower may cause any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership Subsidiary of the CompanyBorrower to issue a Guarantee and become a Guarantor. (ciii) Each Guarantor further agrees Guarantee by a Restricted Subsidiary will be limited to an amount not to exceed the maximum amount that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require can be guaranteed by that any resort be had by any Holder to any security held for payment of Restricted Subsidiary without rendering the Obligations. (d) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstatedGuarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the case may be, if at any time payment, or any part thereof, rights of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwisecreditors generally. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Guarantees. (a) Each Guarantor hereby fullyGuarantee or otherwise in any way become or be responsible for, unconditionally and irrevocably guaranteesor permit any Affiliated Insurer to guarantee or otherwise in any way become or be responsible for, as primary obligor and not merely as suretythe indebtedness or obligations of any other Person, jointly and severally with each other Guarantor, to each Holder of the Notes and the Trustee the full and punctual payment when dueby any means whatsoever, whether at maturityby agreement to purchase the indebtedness of any other Person or agreement for the furnishing of funds to any other Person, by acceleration, by redemption, by repurchasefor the purpose of paying or discharging the indebtedness of any other Person, or otherwise, without the prior written consent of the principal ofRequired Banks, premiumexcept for: (a) the endorsement of negotiable instruments by the Borrower, if anyDGC, and interest on the Notes and all other obligations Agency Subsidiaries or Affiliated Insurers in the ordinary course of the Company under this Second Supplemental Indenture (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article VI notwithstanding any extension or renewal of any Obligation.business for collection; (b) Each Guarantor waives presentation to, demand the obligation of payment from DGC and protest the Agency Subsidiaries pursuant to the Company Fifteenth Amended and Restated Guaranty Agreement dated as of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental IndentureJune 30, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; 2006; (c) any rescission, waiver, amendment or modification the guaranty by DGC of any indebtedness of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; Agency Subsidiaries permitted under Section 7.1 hereof; (d) the release guaranty by DGC of any security held by obligation of any Holder Agency Subsidiaries or the Trustee for the Obligations or any Guarantor; Affiliated Insurers; (e) the failure of any Holder to exercise any right or remedy against any other Guarantorguaranty by DGC given in connection with the Trust Preferred Facility; or and (f) any change guaranty given in connection with the ownership Bear ▇▇▇▇▇▇▇ Facilities; provided, in each case, such obligation does not cause DGC to be in default under any other provision of this Loan Agreement.” 7. Section 7.5 of the Company. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort Loan Agreement shall be had amended by any Holder to any security held for payment of the Obligations. (d) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. deleting therefrom subsection (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as and inserting in lieu thereof the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.following:

Guarantees. Neither the Company nor any of its Subsidiaries shall create, incur, assume, or remain liable with respect to any Guarantees other than the following: (a) Each Guarantor hereby fully, unconditionally Guarantees in favor of the Agent or any of its affiliates or the Lenders hereunder; (b) Guarantees existing on the date of this Agreement and irrevocably guarantees, as primary obligor and not merely as disclosed on EXHIBIT C hereto or in the financial statements referred to in SECTION 4.6; (c) Guarantees resulting from the endorsement of negotiable instruments for collection in the ordinary course of business; (d) Guarantees with respect to surety, jointly appeal performance and severally with each return-of-money and other Guarantorsimilar obligations incurred in the ordinary course of business (exclusive of obligations for the payment of borrowed money) not exceeding in the aggregate at any time $2,000,000; (e) Guarantees of normal trade debt relating to the acquisition of goods, to each Holder services and supplies; (f) Guarantee of the Notes and obligations of Ranche Limited, doing business as Guess International pursuant to a certain Guarantee substantially in the Trustee form of EXHIBIT L hereto, but only to the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, extent of the principal ofaggregate face amount of outstanding letters of credit issued by The First National Bank of Boston for the benefit of Ranche Limited under the Ranche Limited Credit Facility as of November 22, premium1994; and as the face amount of such outstanding letters of credit decrease, if any, and interest on the Notes and all other obligations of the Company under this Second Supplemental Indenture such guarantee shall decrease by a corresponding amount; and such guarantee shall continue in effect only for so long as any such letters of credit and/or obligations with respect thereto remain outstanding, and when no such letters of credit remain outstanding and all obligations with respect thereto have been indefeasibly satisfied, such Guarantee shall no longer be permitted hereunder; (g) Guarantees of the obligations for loans, letters of credit and other extensions of credit of Guess Italia or ▇▇▇▇▇▇▇▇ permitted under SECTION 6.1(h) which do not exceed $12,000,000 in the aggregate, less the total face amount of all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (accounts receivable sold, factored or pledged by Guess Italia or ▇▇▇▇▇▇▇▇ to lenders to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article VI notwithstanding any extension or renewal of any Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwiseSECTION 6.5(i); (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. (d) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and the Original Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee.and (h) Each Guarantor also agrees Guarantees of loans and other borrowings obtained by any of the Company's Subsidiaries not to pay exceed $40,000,000 in the aggregate less Guaranties under SECTION 6.2(g) and any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.other amount as listed on EXHIBIT C.

Guarantees. (a) Each Guarantor 7.8.1 JLL will be a substantial equity investor in New World. In that regard, JLL has a substantial interest in and a desire to assure that the Transferors enter into this Agreement and that the transactions contemplated hereby fully, unconditionally and irrevocably guaranteesare consummated. Therefore, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, a material inducement to each Holder of the Notes Transferors to enter into this Agreement and the Trustee Transitional Services Agreement and to consummate the full transactions contemplated hereby and punctual payment when duethereby, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, of JLL hereby guarantees (the principal of, premium, if any, and interest on the Notes and all other obligations of the Company under this Second Supplemental Indenture (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article VI notwithstanding any extension or renewal of any Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Second Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Second Supplemental Indenture, the Notes or any other agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Second Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any Guarantor; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. (d) The Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full"JLL Guarantee"), including any claim of waiver, release, surrender, alteration or compromise, absolutely and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Second Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate unconditionally as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cashprimary obligor, to the Holders an amount equal Transferors and their respective successors and assigns (i) the performance by New World of its covenants, duties and obligations hereunder ("New World Obligations") and (ii) the satisfaction of all liabilities of New World under this Agreement or that arise from, relate to or become due pursuant to or in connection with this Agreement ("New World Liabilities"), provided that JLL's aggregate liability to the sum Transferors due to the New World Obligations and the New World Liabilities shall not exceed $80,000,000 in the aggregate. The JLL Guarantee shall be a continuing guaranty and shall remain in effect until the earliest of (i) the unpaid amount consummation of such Obligations then due and owing and the Closing including receipt by the Transferors of the Base Transaction Consideration, (ii) accrued the time at which all New World Obligations have been completely performed and unpaid interest on such Obligations then due all New World Liabilities have been finally identified and owing discharged and (but only iii) JLL has incurred and satisfied liabilities equal to or exceeding $80,000,000 pursuant to the extent not prohibited by law)JLL Guarantee. (g) Each Guarantor further agrees that7.8.2 Following the consummation of the transactions contemplated hereby the Company will become a subsidiary of New World. Therefore, as between an inducement to the Transferors to enter into this Agreement and the Transitional Services Agreement and to undertake and consummate the transactions contemplated hereby and thereby, subject to and effective immediately upon the consummation of the Closing, the Company hereby guarantees (the "Company Guarantee"), absolutely and unconditionally as a primary obligor and without limitation, all of the New World Obligations and all of the New World Liabilities. The Company Guarantee shall be a continuing guarantee and shall not terminate until such Guarantortime as all New World Obligations have been completely performed and all New World Liabilities have been fully identified and discharged. JLL and the Company hereby consent that from time to time, on with or without further notice to or assent from JLL or the one handCompany, any obligation or liability of New World may be changed, altered, renewed, extended, continued, surrendered, compromised, waived, discharged or released in whole or in part or any default with respect thereto waived, and the HoldersTransferors may generally deal or take action or no action with regard to New World as the Transferors may see fit, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Second Supplemental Indenture and JLL and the Original Indenture for the purposes of its Guarantee herein, Company shall remain bound under their respective guarantees notwithstanding any staysuch change, injunction alteration, renewal, extension, continuance, compromise, waiver, discharge, inaction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guaranteedealing. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.