Common use of Guarantees Clause in Contracts

Guarantees. Holdings and each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor further agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and 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. Holdings and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each 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 under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor further agrees that its Guarantee herein constitutes a guarantee of 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and 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 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. 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 Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.

Guarantees. Holdings Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms and each Guarantor hereby the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantor, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally and irrevocably guarantees, jointly and severallyguarantee, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) and to the Trustee and its successors and assigns (ai) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Notes Securities and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor further agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and 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. Holdings and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by Securities. (a) Each of the failure Guarantors further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence of any Holder or the Trustee to assert any claim or demand or action to enforce the same, the recovery of any right or remedy judgment against the Company or any other Person under this Indenture, Guarantor (except to the Notes extent such judgment is paid) or any other agreement waiver or otherwise; amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any Each of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor Guarantors further agrees that its each Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee merely of collection. (c) Each of the Guarantors further agrees to waive presentment to, demand of payment from and protest to the Company or any other Person, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy of the Company or any other Person and any right to require that a proceeding first against the Company or any resort other Person. The obligations of the Guarantors shall not be had affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to any security held for payment of the Guaranteed Obligations. Each Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee isof such Guarantor, to the extent and in the manner set forth in Article 12 hereoftheretofore discharged, subordinated and subject in right of payment to the prior payment shall be reinstated in full of the principal of force and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and 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 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. 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 Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 effect. (1e) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or 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 each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant 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. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal ofof and premium, if any, and interest on, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 X notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each 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. Holdings and each Each Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each 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 (including any Guarantor) under this Indenture, the Notes or any other agreement or otherwise; (b2) any extension or renewal of this Indenture, the Notes or any thereofother agreement; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.0710.06, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.01, 8.02, 10.02 and 11.07 hereof10.06, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 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, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or premium, if any, or interest on any 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. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or premium, if any, or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 (without duplication) of (1A) the unpaid amount principal amount, including any premium thereon to the extent such premium has become due and payable, of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 VI for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ counsel fees and expenses) properly incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section.

Guarantees. Holdings and each Guarantor Each of the Subsidiary Guarantors hereby fully unconditionally and irrevocably guarantees, jointly and severally, as primary obligor and not merely as surety, 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 on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture principal of (and premium, if any) and interest, if any, on the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”)) to the Trustee and to the Holders. Holdings and each Guarantor Each of the Subsidiary Guarantors further agree 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 Holdings or such Guarantor it, and that Holdings and such Guarantor will it shall remain bound under this Article 11 X notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Guarantor Each of the Subsidiary Guarantors 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. Holdings and each Guarantor waive Each of the Subsidiary Guarantors waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor of the Subsidiary Guarantors 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 Indenture, the Notes or any other agreement or otherwise; , (b) any extension or renewal of any thereof; , (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; , (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; them or (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantorthe Company. Holdings and each Guarantor Each of the Subsidiary Guarantors further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance payment 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right The obligations of payment to the prior payment in full each of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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 Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor of the Subsidiary Guarantors 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 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 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, manner or to any extent, extent vary the risk of such Holdings or such Guarantor each of the Subsidiary Guarantors or would otherwise operate as a discharge of Holdings or such Guarantor the Subsidiary Guarantors as a matter of law or equity. Holdings and each Guarantor Each of the Subsidiary Guarantors further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of of, premium, if any, or interest interest, if any, on any Guaranteed Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor of the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any of the principal of or interest on any Guaranteed Obligation Obligations 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, Holdings and each Guarantor of the Subsidiary Guarantors hereby promises to and shall, 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 (1i) the unpaid amount of such Guaranteed Obligations, Obligations then due and owing and (2ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations ). Each of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor Subsidiary Guarantors further agrees that, as between ititself, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture for the purposes of Holdings’ or such Guarantor’s its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations as provided in Article 6Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this SectionGuarantee. Holdings and each Guarantor Each of the Subsidiary Guarantors also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this SectionSection 10.1.

Guarantees. Holdings and each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor further agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and 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. Holdings and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each 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 under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.0710.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor further agrees that its Guarantee herein constitutes a guarantee of 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 10.02 and 11.07 10.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and 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 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. 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 Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.

Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to Holder, the Trustee and the Collateral Agent and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, and premium on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture Indenture, the Securities and the Notes other Note Documents and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture Indenture, the Securities and the Notes other Note Documents (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each 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. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Guarantor) under this Indenture, any of the Notes Note Documents or any other agreement or otherwise; (b2) any extension or renewal of any thereofNote Document; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Note Documents or any other agreement; (d4) the release of any security held by any Holder Holder, the Trustee or the Trustee Collateral Agent for the Guaranteed Obligations or any of them; (e5) the failure of any Holder Holder, or the Trustee and Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except except, as set forth in Section 11.0710.05, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof8.01, 10.02 or 10.05, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 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, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest and premium on any 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. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest and premium on any Guaranteed Notes 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 Notes Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders Holders, the Trustee or the Trustee Collateral Agent, as applicable, an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and Holders, the TrusteeTrustee or the Collateral Agent. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders Holders, the Trustee and the TrusteeCollateral Agent, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred Incurred by the Trustee Trustee, the Collateral Agent or any Holder in enforcing any rights under this Section.

Guarantees. Holdings and each Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this the Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this the Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 8 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary 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. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary 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 (including any Subsidiary Guarantor) under this the Indenture, the Notes or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this the Indenture, the Notes or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.078.06 hereof, any change in the ownership of Holdings or such Subsidiary Guarantor. Holdings and each Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 Section 6.04, Section 8.02 and 11.07 Section 8.06 hereof, the obligations of Holdings and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and each Subsidiary 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 the 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 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, manner or to any extent, extent vary the risk of such Holdings or such Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings and each Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any 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. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each Subsidiary Guarantor hereby promises to and shall, 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 (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 5 hereof for the purposes of Holdings’ or such Subsidiary Guarantor’s Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 65 hereof, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this Section. Holdings and each Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred Incurred by the Trustee or any Holder in enforcing any rights under this Section.

Guarantees. Holdings and each If Securities of or within a series are specified, as contemplated by Section 3.01, to be guaranteed by any Subsidiary Guarantor, then such Subsidiary Guarantor hereby fully unconditionally and irrevocably guarantees, jointly and severally, as primary obligor and not merely as surety, to each Holder of any such Security and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture principal of (and the Notes premium, if any) and (b) the full interest, if any, on any such Security and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes any such Security (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”)) to the Trustee and to the Holders. Holdings and each Guarantor Each of the Subsidiary Guarantors further agree 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 Holdings or such Guarantor it, and that Holdings and such Guarantor will it shall remain bound under this Article 11 Thirteen notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Guarantor Each of the Subsidiary Guarantors 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. Holdings and each Guarantor waive Each of the Subsidiary Guarantors waives notice of any default under the Notes any such Security or the Guaranteed Obligations. The obligations of Holdings and each Guarantor of the Subsidiary Guarantors 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 Indenture, the Notes any such Security or any other agreement or otherwise; , (b) any extension or renewal of any thereof; , (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; , (d) the release of any security held by any Holder of any such Security or the Trustee for the Guaranteed Obligations or any of them; them or (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantorthe Company. Holdings and each Guarantor Each of the Subsidiary Guarantors further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance payment 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 of any such Security to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right The obligations of payment to the prior payment in full each of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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 Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee of any such Security to assert any claim or demand or to enforce any remedy under this Indenture, the Notes any such Security 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 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, manner or to any extent, extent vary the risk of such Holdings or such Guarantor each of the Subsidiary Guarantors or would otherwise operate as a discharge of Holdings or such Guarantor the Subsidiary Guarantors as a matter of law or equity. Holdings and each Guarantor Each of the Subsidiary Guarantors further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of of, premium, if any, or interest interest, if any, on any Guaranteed Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee of any such Security upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee of any such Security has at law or in equity against Holdings or any Guarantor of the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any of the principal of or interest on any Guaranteed Obligation Obligations 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, Holdings and each Guarantor of the Subsidiary Guarantors hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee of any such Security an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, Obligations then due and owing and (2ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations ). Each of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor Subsidiary Guarantors further agrees that, as between ititself, on the one hand, and the Holders and the Trusteeof any such Security, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture for the purposes of Holdings’ or such Guarantor’s its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations as provided in Article 6Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this SectionGuarantee. Holdings and each Guarantor Each of the Subsidiary Guarantors also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this SectionSection 13.01.

Guarantees. Holdings and each Guarantor hereby unconditionally and irrevocably guaranteesSubject to the provisions of this Article X, the Guarantors hereby, jointly and severally, fully and unconditionally, guarantee (the “Guarantee”) to each Holder and to the Trustee and its successors and assigns (ax) the full due and punctual payment of principal of, of and interest on, on the Notes when due, whether at maturityStated Maturity, by acceleration, by redemption acceleration or otherwise, and all other monetary obligations of the Company under this Indenture and (including obligations to the Trustee) with respect to the Notes on a senior unsecured basis and (by) the full due and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and with respect to the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor The Guarantors further agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor the Guarantors, and that Holdings and such Guarantor the Guarantors will remain bound under this Article 11 X notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Guarantor waives The Guarantors waive presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives waive notice of protest for nonpayment. Holdings and each Guarantor The Guarantors waive notice of any default under the Notes to which this Article X is applicable or the Guaranteed ObligationsObligations with respect thereto. The obligations of Holdings and each Guarantor hereunder the Guarantors under this Section 10.01 shall not be affected by 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 under this Indenture, the Notes or any other agreement or otherwise; ; (b) any extension or renewal of any thereof; Obligation; (c) any rescission, waiver, amendment amendment, modification or modification supplement of any of the terms or provisions of this IndentureIndenture (other than this Article X), the Notes or any other agreement; , unless such rescission, waiver, amendment, modification or supplement expressly affects the obligations of any Guarantor under this Section 10.01; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; ; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantorthe Company. Holdings and each Guarantor The Guarantors further agrees agree that its Guarantee their Guarantees herein constitutes constitute a guarantee of 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 or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner Except as set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor the Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of defense, 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, except as set forth in this Indenture, the obligations of Holdings and each Guarantor the Guarantors 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 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 Obligations with respect to the Notes, 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, manner or to any extent, extent vary the risk of such Holdings or such Guarantor the Guarantors or would otherwise operate as a discharge of Holdings or such Guarantor the Guarantors as a matter of law or equity. Holdings and each Guarantor The Guarantors further agrees agree that its Guarantee their Guarantees herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation with respect to the Notes is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise, unless such Guarantee has been released in accordance with Section 10.10. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has or may have at law or in equity against Holdings or any Guarantor the Guarantors by virtue hereof, upon the failure of the Company to pay any Obligation with respect to the principal of or interest on any Guaranteed Obligation Notes when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption acceleration or otherwise, or to perform or comply with any other Guaranteed ObligationObligation with respect to the Notes, Holdings and each Guarantor the Guarantors hereby promises promise to and shallwill, 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 of: (1i) the unpaid Principal amount of such Guaranteed Obligations, ; (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and ); and (3iii) all other monetary Guaranteed Obligations of the Company to the Holders of the Notes and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees The Guarantors agree that, as between itthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (xw) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 VI for the purposes of Holdings’ or such Guarantor’s the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, Obligations guaranteed hereby and (yx) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor the Guarantors for the purposes of this Section. Holdings and each Guarantor The Guarantors also agrees agree to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.

Guarantees. Holdings and each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) In consideration for Lilly entering into this Agreement, the full ▇▇▇▇▇▇▇▇▇ Guarantor irrevocably and unconditionally guarantees to Lilly the punctual performance of all obligations of ▇▇▇▇▇▇▇▇▇ related to the payment of principal of, monies under this Agreement and interest onundertakes to Lilly that whenever ▇▇▇▇▇▇▇▇▇ does not pay any amount when due under or in connection with this Agreement, the Notes when due▇▇▇▇▇▇▇▇▇ Guarantor shall immediately on demand pay that amount as if it was the principal obligor, whether at maturity, so that the same benefits are conferred on Lilly as they would have received if such obligation had been performed and satisfied by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and ▇▇▇▇▇▇▇▇▇. (b) The ▇▇▇▇▇▇▇▇▇ Guarantor, as principal obligor and as a separate and [**] Certain information in this document has been omitted and filed separately with the full Securities and punctual performance within applicable grace periods of all other Exchange Commission. independent obligation and liability from its obligations and liabilities in Article 7.11(a) undertakes to indemnify and hold Lilly harmless from and against any loss or costs suffered or incurred by it as a result of the Company non-performance by ▇▇▇▇▇▇▇▇▇ of any of its obligations under this Indenture Agreement. This guarantee is a continuing guarantee and will extend to the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor further agree that the Guaranteed Obligations may be extended ultimate balance of sums payable by ▇▇▇▇▇▇▇▇▇ under this Agreement, regardless of any intermediate payment or renewed, discharge in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and 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. Holdings and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. . (c) The obligations of Holdings and each a Guarantor hereunder shall will not be affected by any act, omission, matter or thing which, but for this Article 7.11, would reduce, release or prejudice any of its obligations under this Agreement including (ai) the failure of any Holder time, waiver or the Trustee consent granted to assert any claim or demand or to enforce any right or remedy against the Company a Party or any other Person person, (ii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against a Party under this IndentureAgreement, (iii) the Notes insolvency (or similar proceedings) of a Party, any incapacity or lack of power, authority or legal personality of a Party or change in control, ownership or status of a Party, (iv) any amendment to this Agreement (subject to such amendment not increasing the extent of the Guarantor’s liability under this Article 7.11 without the Guarantor’s consent), (v) any illegality, invalidity or unenforceability of any obligation of any person under this Agreement, or (vi) any other agreement act, event or otherwise; (b) any extension omission which might operate to discharge, impair or renewal of any thereof; (c) any rescission, waiver, amendment or modification of otherwise affect any of the terms or provisions obligations of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations Guarantor or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07rights, any change in the ownership of Holdings or such Guarantorpowers and remedies conferred on a Party under this Agreement. Holdings and each Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right which it may have to first require that any resort be had by any Holder or the Trustee a Party to any security held for payment of proceed against the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or other Party before claiming from such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and 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 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. 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 Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section7.11.

Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption redemption, by required repurchase or otherwise, and all other monetary obligations of the Company and the other Guarantors under this Indenture and the Notes Securities and of the Owners under the Security Agreements and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company and the other Guarantors under this Indenture Indenture, the Security Agreements and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each 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. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each 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 under this Indenture, the Notes Security Agreements, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Security Agreements, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in subject to Section 11.0710.06, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.01(b), 10.02 and 11.07 hereof10.06, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 Indenture, the Notes Security Agreements, the 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 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, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any 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. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each Guarantor hereby promises to and shallwill, 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 (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company or the Guarantors to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s 's Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section.

Guarantees. Holdings and each Guarantor Each Restricted Subsidiary of Alderwoods that is a Wholly Owned Subsidiary organized under the laws of any state or commonwealth of the United States (other than the Excluded Subsidiaries) hereby unconditionally and irrevocably guaranteesguarantees (in such capacity, a "SUBSIDIARY GUARANTOR"), jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, premium, if any, and interest on, on the Seven-Year Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Alderwoods under this Indenture and the Seven-Year Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Alderwoods under this Indenture and the Seven-Year Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”"OBLIGATIONS"). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 12 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company Alderwoods of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Seven-Year Notes or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary 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 Alderwoods or any other Person under this Indenture, the Seven-Year Notes or any other agreement or otherwise; , (b) any extension or renewal of any thereof; , (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Seven-Year Notes or any other agreement; , (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor further agrees that its Guarantee herein constitutes a guarantee of 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and 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 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. 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 Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.,

Guarantees. Holdings and each Guarantor Each of the Subsidiary Guarantors hereby fully unconditionally and irrevocably guarantees, jointly as primary obligor and severallynot merely as surety, to each Holder of the Notes of each series and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture principal of and interest, if any, on the Notes of the relevant series and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes of each series (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”)) to the Trustee and to the Holders. Holdings and each Guarantor Each of the Subsidiary Guarantors further agree 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 Holdings or such Guarantor it, and that Holdings and such Guarantor will it shall remain bound under this Article 11 X notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Guarantor Each of the Subsidiary Guarantors 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. Holdings and each Guarantor waive Each of the Subsidiary Guarantors waives notice of any default Default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor of the Subsidiary Guarantors 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 Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; or (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantorthe Company. Holdings and each Guarantor Each of the Subsidiary Guarantors further agrees that its the Guarantee herein constitutes a guarantee of payment, performance and compliance payment 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right The obligations of payment to the prior payment in full each of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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 Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor of the Subsidiary Guarantors 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 Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any defaultDefault, failure or delay, willful or otherwise, in the performance of the obligations Obligations, 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, manner or to any extent, extent vary the risk of such Holdings or such Guarantor each of the Subsidiary Guarantors or would otherwise operate as a discharge of Holdings or such Guarantor the Subsidiary Guarantors as a matter of law or equity. Holdings and each Guarantor Each of the Subsidiary Guarantors further agrees that its the Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest interest, if any, on any Guaranteed Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor of the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any of the principal of or interest on any Guaranteed Obligation Obligations 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, Holdings and each Guarantor of the Subsidiary Guarantors hereby promises to and shall, 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 (1i) the unpaid amount of such Guaranteed Obligations, Obligations then due and owing and (2ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations ). Each of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor Subsidiary Guarantors further agrees that, as between ititself, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture for the purposes of Holdings’ or such Guarantor’s the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations as provided in Article 6Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this SectionGuarantee. Holdings and each Guarantor Each of the Subsidiary Guarantors also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this SectionSection 10.1.

Guarantees. Holdings and each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor further agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and 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. Holdings and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each 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 under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor further agrees that its Guarantee herein constitutes a guarantee of 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and 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 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. 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 Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionSection 11.01. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 11.01.

Guarantees. Holdings and each Each Note Guarantor listed below hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Note Guarantor, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, of principal and all interest and other monetary obligations Guaranteed Obligations with respect to the Company's $120,000,000 principal amount of 9-7/8% Senior Notes due 2012 in accordance with the Company under this Indenture and terms set forth in the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”)Indenture. Holdings and each Each Note Guarantor further agree 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 Holdings or such Guarantor it, and that Holdings and such Guarantor it will remain bound under this Article 11 Guarantee notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings Each Note Guarantor hereby agrees to pay, in addition to the amounts stated above, any and each all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under any Note Guarantee. Each Note Guarantor 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. Holdings and each Each Note Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Note 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 under this the Indenture, the Notes or any other agreement or otherwise; (bii) any extension or renewal of any thereof; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this the 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 of them; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsNote Guarantor; or (fvi) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantorthe Company. Holdings and each Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance payment 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and 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 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. 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 Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.

Guarantees. Holdings and each (a) Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to (x) each Holder and to (y) each of the Trustee and the Agents and its successors and assigns (a1) the full and punctual payment of principal of, of and interest on, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuers under this Indenture and the Notes and (b2) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuers under this Indenture and the Notes Notes, whether to the Holders, the Trustee or any Agent (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 VI notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each . (b) Each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each 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 (including any Guarantor) under this Indenture, the Notes or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.076.06, any change in the ownership of Holdings or such Guarantor. Holdings and each . (c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. . (d) Except as expressly set forth in Sections 11.02 6.02, 6.06, 8.01 and 11.07 hereof8.02, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 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, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each . (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company either Issuer or otherwise. . (f) In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuers to pay the principal of or interest 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 non-monetary Guaranteed ObligationObligation as a result of which an Event of Default has occurred and is continuing, Holdings and each Guarantor hereby promises to and shall, 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 (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each . (g) Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 V for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6V, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each . (h) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section.

Guarantees. Holdings and (a) With respect to each series of Securities to which this Article XIII is expressly made applicable, the Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, guarantees to each Holder and to the Trustee and its successors and assigns (ai)(a) the full and punctual payment of principal of, and interest on, (including any Additional Interest) on the Notes Securities of such Holder when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company to the Holders and the Trustee under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities and (ii) in the case of any extension of time of payment or renewal of any Securities or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal (all of the foregoing being hereinafter collectively called the “Guaranteed ObligationsGuarantees”). Holdings and each Guarantor further agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each . (b) The Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations Guarantees and also waives notice of protest for nonpayment. Holdings and each The Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed ObligationsGuarantees. The obligations of Holdings and each Guarantor Guarantees 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 under this Indenture, the Notes Securities or any other agreement or otherwise; (bii) any extension or renewal of any thereof; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (div) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations Guarantees or any of them; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; Guarantees or (fvi) except as set forth in Section 11.07, any change in the ownership of Holdings or such the Guarantor. Holdings and each . (c) The Guarantor further agrees that its Guarantee herein constitutes Guarantees hereunder constitute a guarantee of payment, performance and compliance when due (and not a guarantee of collection). (d) The Guarantor hereby agrees that its obligations hereunder shall be as principal and waives not merely as surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any right invalidity, irregularity or failure to require that enforce the provisions of any resort Security or this Indenture, or any waiver, modification, consent or indulgence granted to the Company with respect thereto (unless the same shall also be had provided the Guarantor), by the Holder of any Holder Security or the Trustee Trustee, the recovery of any judgment against the Company or any action to enforce the same, or any security held for payment other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall, without the consent of the Guaranteed Obligations. Each Guarantee isGuarantor, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of increase the principal amount of and premium, if any, and a Security or the interest on all Senior Debt of Holdings rate thereon or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indentureincrease any premium payable upon redemption thereof. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder The Guarantees shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations Guarantees or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein covenants that the Guarantees 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 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 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, manner or to any extent, extent vary the risk of such Holdings or such the Guarantor or would otherwise operate as a discharge of Holdings or such the Guarantor as a matter of law or equity. Holdings and each . (e) The Guarantor further agrees that its Guarantee herein the Guarantees shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of principal, premium, if any, or interest on any Guaranteed Obligation Security 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, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any the Guarantor by virtue hereof, upon the failure of the Company to pay the principal of of, premium on, if any, or interest on any Guaranteed Obligation Security 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 Obligationobligation under the Securities, Holdings and each the Guarantor hereby promises to and shallwill, 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 (1i) the unpaid amount of such Guaranteed Obligationsobligations under such Securities, (2ii) accrued and unpaid interest on such Guaranteed Obligations obligations under such Securities (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations obligations with respect to such Securities and under the Indenture of the Company to the Holders and the Trustee. Holdings and each . (g) The Guarantor agrees will be subrogated to all rights of the Holders against the Company in respect of any amount paid by the Guarantor pursuant to the provisions of the Guarantees; provided, however, that it the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, premium on, if any, and interest on such Securities shall have been paid in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12full. Holdings and each The Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations obligations with respect to the Securities hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligationsobligations with respect to such Securities, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations obligations as provided in Article 6herein, such Guaranteed Obligations the Guarantees (whether or not due and payable) shall forthwith become due and payable by Holdings or such the Guarantor for the purposes of this Section. Holdings and each Article XIII. (h) The Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this SectionArticle XIII.

Guarantees. Holdings and each The Guarantor hereby fully and unconditionally and irrevocably guarantees, jointly and severallyon an unsecured, senior basis to each Holder of Notes and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest onand premium and Additional Amounts, if any, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this the Original Indenture and this First 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 this the Original Indenture and this First Supplemental Indenture with respect to the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each The Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such the Guarantor and that Holdings and such the Guarantor will remain bound under this Article 11 Section 6.1 notwithstanding any extension or renewal of any Guaranteed Obligationobligation with respect to the Notes. Holdings The Company hereby fully and each unconditionally guarantees the Guarantee of the Guarantor on an unsecured, unsubordinated basis. The Guarantor waives presentation to, demand 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. Holdings and each The Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and 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 under the Original Indenture or this Indenture, First Supplemental Indenture with respect to the Notes or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture or this Indenture, First Supplemental 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 of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f5) except as set forth in Section 11.076.1.6, any change in the ownership of Holdings or such the Guarantor. Holdings and each The Guarantor further agrees that its Guarantee herein constitutes a guarantee of 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this IndentureTrustee. Except as expressly set forth in Section 1502 of the Original Indenture and Sections 11.02 6.1.2 and 11.07 hereof6.1.6 of this First Supplemental Indenture, the obligations of Holdings and each the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 Indenture, First Supplemental 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 obligations 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, manner or to any extent, extent vary the risk of such Holdings or such the Guarantor or would otherwise operate as a discharge of Holdings or such the Guarantor as a matter of law or equity. Holdings and 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, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation obligation with respect to the 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. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any the Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each the Guarantor hereby promises to and shall, 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 (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each The Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 5 of the Original Indenture for the purposes of Holdings’ or such the Guarantor’s Guarantee hereinGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations with respect to the Notes guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 65, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such the Guarantor for the purposes of this SectionSection 6.1.1. Holdings and each The Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 6.1.1.

Guarantees. Holdings Each Guarantor party hereto unconditionally guarantees, as a primary obligor and each Guarantor hereby unconditionally and irrevocably guaranteesnot merely as a surety, jointly and severallyseverally (solidarily) with each other Guarantor party hereto, to each Holder and to the Trustee and its successors and assigns (a) the full due and punctual payment of the principal of, of and interest onon the Term Loans and of all other Obligations, the Notes when and as due, whether at maturity, by acceleration, by redemption notice or prepayment or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor party hereto further agree agrees that the Guaranteed Obligations may be extended or and renewed, in whole or in part, without notice to or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor it will remain bound under this Article 11 upon its guarantee notwithstanding any extension or renewal of any Guaranteed ObligationObligations. Holdings and To the fullest extent permitted by law, each Guarantor party hereto waives presentation presentment to, demand of, of payment from and protest to any of the Company Borrowers or any other Person of any of the Guaranteed Obligations Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Holdings and each Guarantor waive notice of any default under To the Notes or fullest extent permitted by law, the Guaranteed Obligations. The obligations of Holdings and each a Guarantor party hereto hereunder shall not be affected by (a) the failure of the Administrative Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any right or remedy against the Company any Borrower or any other Person Guarantor under the provisions of this Indenture, the Notes Agreement or any of the other agreement Loan Documents or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this IndentureAgreement, any of the Notes other Loan Documents, any guarantee or any other agreement; (dc) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations Administrative Agent or any Lender for any of themthe Obligations; or (ed) the failure of the Administrative Agent or any Holder or the Trustee Lender to exercise any right or remedy against any other guarantor Guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor party hereto further agrees that its Guarantee herein guarantee constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) , and waives any right to require that any resort be had by the Administrative Agent or any Holder or the Trustee Lender to any security (if any) held for payment of the Guaranteed Obligations. Each Guarantee is, Obligations or to any balance of any deposit account or credit on the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full books of the principal Administrative Agent or any Lender in favor of any Borrower or any other Person, each Guarantor hereby waiving the benefits of division and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as discussion. To the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereoffullest extent permitted by law, the obligations of Holdings and each Guarantor party hereto hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of or setoff, compensation, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by law, the obligations of Holdings and each Guarantor herein party hereto hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any remedy under this IndentureAgreement or under any other Loan Document, the Notes any guarantee or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of any of the obligations 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, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor party hereto further agrees that its Guarantee herein guarantee shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal or of or interest on any Guaranteed Obligation or any other Obligations is rescinded or must otherwise be restored returned by the Administrative Agent or any Holder or the Trustee Lender upon the bankruptcy or reorganization of the Company any Borrower or otherwise. In furtherance Each Guarantor hereby acknowledges that the Obligations include, without limitation, any cost or expense which is of the foregoingnature of extra-judicial professional fees payable by the Administrative Agent or any Lender in accordance with any of the Loan Documents for services required by the Administrative Agent or any Lender in order to recover the capital and interest secured by any security interest entered into by any Loan Party or to conserve the property charged thereunder even if such cost or expense cannot be secured by such security interest. Each Guarantor undertakes to indemnify the Administrative Agent and each Lender with respect to all such costs and expenses. Each Guarantor party hereto hereby subordinates to the Obligations all rights of subrogation against each Borrower and its property and all rights of indemnification, contribution and reimbursement from each Borrower and its property, in each case in connection with this guarantee and any payments made hereunder, and not in limitation regardless of any other right which any Holder whether such rights arise by operation of law, pursuant to contract or the Trustee has at law or in equity against Holdings or otherwise. The Guarantors hereby agree as among themselves that, if any Guarantor by virtue hereofshall make an Excess Payment (as defined below), upon the failure such Guarantor shall have a right of the Company to pay the principal of or interest 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 contribution from each other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, 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 such other Guarantor's Contribution Share (1as defined below) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the TrusteeExcess Payment. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect The payment obligations of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.this

Guarantees. Holdings and With respect to each series of Debt Securities to which this Article 11 is expressly made applicable, the Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, guarantees to each Holder and to the Trustee and its successors and assigns (ai)(a) the full and punctual payment of principal of, and interest on, on the Notes Debt Securities of such Holder when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company to the Holders and the Trustee under this Indenture and the Notes Debt Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Debt Securities and (ii) in the case of any extension of time of payment or renewal of any Debt Securities or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal (all of the foregoing being hereinafter collectively called the “Guaranteed ObligationsGuarantees”). Holdings and each Guarantor further agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each The Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations Guarantees and also waives notice of protest for nonpayment. Holdings and each The Guarantor waive waives notice of any default under the Notes Debt Securities or the Guaranteed ObligationsGuarantees. The obligations of Holdings and each Guarantor Guarantees 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 under this Indenture, the Notes Debt Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Debt Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations Guarantees or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; Guarantees or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such the Guarantor. Holdings and each The Guarantor further agrees that its Guarantee herein constitutes Guarantees hereunder constitute a guarantee of payment, performance and compliance when due (and not a guarantee of collection) ). The Guarantor hereby agrees that its obligations hereunder shall be as principal and waives not merely as surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any right invalidity, irregularity or failure to require that enforce the provisions of any resort Debt Security or this Indenture, or any waiver, modification, consent or indulgence granted to the Company with respect thereto (unless the same shall also be had provided the Guarantor), by the Holder of any Holder Debt Security or the Trustee Trustee, the recovery of any judgment against the Company or any action to enforce the same, or any security held for payment other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall, without the consent of the Guaranteed Obligations. Each Guarantee isGuarantor, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of increase the principal amount of and premium, if any, and a Debt Security or the interest on all Senior Debt of Holdings rate thereon or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indentureincrease any premium payable upon redemption thereof. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder The Guarantees shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations Guarantees or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein covenants that the Guarantees 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 Indenture, the Notes Debt 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 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, manner or to any extent, extent vary the risk of such Holdings or such the Guarantor or would otherwise operate as a discharge of Holdings or such the Guarantor as a matter of law or equity. Holdings and each The Guarantor further agrees that its Guarantee herein the Guarantees shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of principal, premium, if any, or interest on any Guaranteed Obligation Debt Security is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any the Guarantor by virtue hereof, upon the failure of the Company to pay the principal of of, premium on, if any, or interest on any Guaranteed Obligation Debt Security 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 Obligationobligation under the Debt Securities, Holdings and each the Guarantor hereby promises to and shallwill, 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 (1i) the unpaid amount of such Guaranteed Obligationsobligations under such Debt Securities, (2ii) accrued and unpaid interest on such Guaranteed Obligations obligations under such Debt Securities (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations obligations with respect to such Debt Securities of the Company to the Holders and the Trustee. Holdings and each The Guarantor agrees will be subrogated to all rights of the Holders against the Company in respect of any amount paid by the Guarantor pursuant to the provisions of the Guarantee; provided, however, that it the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, premium on, if any, and interest on such Debt Securities shall have been paid in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12full. Holdings and each The Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations obligations with respect to the Debt Securities hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligationsobligations with respect to such Debt Securities, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations obligations as provided in Article 6herein, such Guaranteed Obligations the Guarantees (whether or not due and payable) shall forthwith become due and payable by Holdings or such the Guarantor for the purposes of this SectionArticle 11. Holdings and each The Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this SectionArticle 11.

Guarantees. Holdings and each Each Guarantor listed below hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Guarantor, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, of principal and all interest and other monetary obligations Guaranteed Obligations with respect to the Company's $325,000,000 principal amount of 11% Senior Notes due 2012 in accordance with the Company under this Indenture and terms set forth in the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”)Indenture. Holdings and each Each Guarantor further agree 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 Holdings or such Guarantor it, and that Holdings and such Guarantor it will remain bound under this Article 11 Guarantee notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings Each Guarantor hereby agrees to pay, in addition to the amounts stated above, any and each all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under any Subsidiary Guarantee. Each Guarantor 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. Holdings and each Each Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and 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 under this the Indenture, the Notes or any other agreement or otherwise; (bii) any extension or renewal of any thereof; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this the 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 of them; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsGuarantor; or (fvi) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantorthe Company. Holdings and each Each Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance payment 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and 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 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. 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 Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.

Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to Holder, the Trustee and the Collateral Agent and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, and premium on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture Indenture, the Securities and the Notes other Note Documents and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture Indenture, the Securities and the Notes other Note Documents (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each 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. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Guarantor) under this Indenture, any of the Notes Note Documents or any other agreement or otherwise; (b2) any extension or renewal of any thereofNote Document; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Note Documents or any other agreement; (d4) the release of any security held by any Holder Holder, the Trustee or the Trustee Collateral Agent for the Guaranteed Obligations or any of them; (e5) the failure of any Holder Holder, or the Trustee and Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except except, as set forth in Section 11.0710.05, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof8.01, 10.02 or 10.05, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 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, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each ▇▇▇▇-▇▇▇▇-▇▇▇▇ Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest and premium on any 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. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest and premium on any Guaranteed Notes 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 Notes Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders Holders, the Trustee or the Trustee Collateral Agent, as applicable, an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and Holders, the TrusteeTrustee or the Collateral Agent. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders Holders, the Trustee and the TrusteeCollateral Agent, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred Incurred by the Trustee Trustee, the Collateral Agent or any Holder in enforcing any rights under this Section.

Guarantees. Holdings (a) The Restricted Subsidiaries of the Company that Guarantee borrowings under the Credit Agreement, and each Guarantor certain future Subsidiaries of the Company, as primary obligors and not merely as sureties, hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder irrevocably and to unconditionally Guarantee on an unsecured senior basis the Trustee performance and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturityStated Maturity, by acceleration, by redemption acceleration or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Notes and (b) Notes, whether for payment of principal of or interest on the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Notes, expenses, indemnification or otherwise (all the foregoing such obligations guaranteed by such Guarantors being hereinafter collectively herein called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or each such Guarantor, and that each such Guarantor and that Holdings and such Guarantor will shall remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each . (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. Holdings and each Each Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and 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 under this Indenture, the Notes or any other agreement or otherwise; (bii) any extension or renewal of any thereof; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this 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 of them; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) except as set forth in Section 11.07, any change in the ownership of Holdings such 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 Company 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. Holdings and each 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, 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. . (e) Except as expressly set forth in Sections 11.02 9.01 and 11.07 hereof10.02, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 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, manner or to any extent, extent vary the risk of such Holdings or such any Guarantor or would otherwise operate as a discharge of Holdings or such any Guarantor as a matter of law or equity. (f) Except as expressly set forth in Sections 9.01 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. Holdings and each Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any 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. . (g) In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 (1i) the unpaid principal amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations obligations of the Company to the Holders and the Trustee. Holdings and each . (h) Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 7 for the purposes of Holdings’ or such Guarantor’s any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 67, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Section 10.01. (i) Each Guarantor also agrees to pay pay, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ counsel fees and expenses) incurred by the Trustee or any Holder the Holders 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. Holdings and each (a) Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severallyseverally 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 of principal of, and interest on, the Notes when due, whether at maturityStated Maturity, by acceleration, by 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, or interest on the Notes and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Notes, whether for fees, expenses, indemnification or otherwise (all the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or each such Guarantor, and that each such Guarantor and that Holdings and such Guarantor will shall remain bound under this Article 11 XI notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each . (b) Each Guarantor 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. Holdings and each Each Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and 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 under this Indenture, the Notes or any other agreement or otherwise; (bii) any extension or renewal of any thereof; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this 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 of them; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsGuarantor; or (fvi) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor further agrees that its Guarantee herein constitutes a guarantee of 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and 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 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. 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 Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated except as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 11.03.

Guarantees. Holdings Each Guarantor party hereto unconditionally guarantees, as a primary obligor and each Guarantor hereby unconditionally and irrevocably guaranteesnot merely as a surety, jointly and severallyseverally (solidarily) with each other Guarantor party hereto, to each Holder and to the Trustee and its successors and assigns (a) the full due and punctual payment of the principal of, of and interest onon the Revolving Loans and of all other Obligations, the Notes when and as due, whether at maturity, by acceleration, by redemption notice or prepayment or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor party hereto further agree agrees that the Guaranteed Obligations may be extended or and renewed, in whole or in part, without notice to or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor it will remain bound under this Article 11 upon its guarantee notwithstanding any extension or renewal of any Guaranteed ObligationObligations. Holdings and To the fullest extent permitted by law, each Guarantor party hereto waives presentation presentment to, demand of, of payment from and protest to any of the Company Borrowers or any other Person of any of the Guaranteed Obligations Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Holdings and each Guarantor waive notice of any default under To the Notes or fullest extent permitted by law, the Guaranteed Obligations. The obligations of Holdings and each a Guarantor party hereto hereunder shall not be affected by (a) the failure of the Administrative Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any right or remedy against the Company any Borrower or any other Person Guarantor under the provisions of this Indenture, the Notes Agreement or any of the other agreement Loan Documents or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this IndentureAgreement, any of the Notes other Loan Documents, any guarantee or any other agreement; (dc) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations Administrative Agent or any Lender for any of themthe Obligations; or (ed) the failure of the Administrative Agent or any Holder or the Trustee Lender to exercise any right or remedy against any other guarantor Guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor party hereto further agrees that its Guarantee herein guarantee constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) , and waives any right to require that any resort be had by the Administrative Agent or any Holder or the Trustee Lender to any security (if any) held for payment of the Guaranteed Obligations. Each Guarantee is, Obligations or to any balance of any deposit account or credit on the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full books of the principal Administrative Agent or any Lender in favor of any Borrower or any other Person, each Guarantor hereby waiving the benefits of division and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as discussion. To the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereoffullest extent permitted by law, the obligations of Holdings and each Guarantor party hereto hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of or setoff, compensation, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by law, the obligations of Holdings and each Guarantor herein party hereto hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any remedy under this IndentureAgreement or under any other Loan Document, the Notes any guarantee or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of any of the obligations 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, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor party hereto further agrees that its Guarantee herein guarantee shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal or of or interest on any Guaranteed Obligation or any other Obligations is rescinded or must otherwise be restored returned by the Administrative Agent or any Holder or the Trustee Lender upon the bankruptcy or reorganization of the Company any Borrower or otherwise. In furtherance Each Guarantor hereby acknowledges that the Obligations include, without limitation, any cost or expense which is of the foregoingnature of extra-judicial professional fees payable by the Administrative Agent or any Lender in accordance with any of the Loan Documents for services required by the Administrative Agent or any Lender in order to recover the capital and interest secured by any security interest entered into by any Loan Party or to conserve the property charged thereunder even if such cost or expense cannot be secured by such security interest. Each Guarantor undertakes to indemnify the Administrative Agent and each Lender with respect to all such costs and expenses. Each Guarantor party hereto hereby subordinates to the Obligations all rights of subrogation against each Borrower and its property and all rights of indemnification, contribution and reimbursement from each Borrower and its property, in each case in connection with this guarantee and any payments made hereunder, and not in limitation regardless of any other right which any Holder whether such rights arise by operation of law, pursuant to contract or the Trustee has at law or in equity against Holdings or otherwise. The Guarantors hereby agree as among themselves that, if any Guarantor by virtue hereofshall make an Excess Payment (as defined below), upon the failure such Guarantor shall have a right of the Company to pay the principal of or interest 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 contribution from each other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, 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 such other Guarantor's Contribution Share (1as defined below) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the TrusteeExcess Payment. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect The payment obligations of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.this

Guarantees. Holdings and each (a) Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, irrevocably and unconditionally guarantees on a senior unsecured basis, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (ai) the full performance and punctual payment of principal of, and interest on, the Notes when due, whether at maturityStated Maturity, by acceleration, by 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, if any, or interest in respect of the Notes and all other monetary obligations of the Company Issuer under this Indenture and the Notes and (bii) 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 Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or each such Guarantor, and that each such Guarantor and that Holdings and such Guarantor will shall remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each . (b) Each Guarantor waives presentation to, demand of, of payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and 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 under this Indenture, the Notes or any other agreement or otherwise; ; (bi) any extension or renewal of this Indenture, the Notes or any thereof; other agreement; (cii) any rescission, waiver, amendment or modification of any of the terms or provisions of this 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 of themGuarantor; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) except as set forth in Section 11.07, any change in the ownership of Holdings such 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 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. Holdings and each 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, 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. . (e) Except as expressly set forth in Sections 11.02 8.01, 9.01, 10.02 and 11.07 hereof10.06, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 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, manner or to any extent, extent vary the risk of such Holdings or such any Guarantor or would otherwise operate as a discharge of Holdings or such any Guarantor as a matter of law or equity. (f) Except as expressly set forth in Sections 8.01, 9.01 and 10.02, each Subsidiary Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Subsidiary Guaranteed Obligations. Holdings Except as expressly set forth in Sections 8.01, 9.01 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, if at any time, time payment, or any part thereof, of principal of or interest on any 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. For the avoidance of doubt, any Parent Guarantee may be released at any time in the sole discretion of the Issuer or such Parent Guarantor. (g) In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 (1i) the unpaid principal amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (3iii) all other monetary Guaranteed Obligations obligations of the Company Issuer to the Holders and the Trustee. Holdings and each Trustee in respect of the Guaranteed Obligations. (h) 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 and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Section 10.01. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this 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) Any Guarantee given by any Parent of the Issuer may be released at any time upon written notice to the Trustee from such Parent of the Issuer.

Guarantees. Holdings and each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor further agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and 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. Holdings and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each 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 under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.0710.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor further agrees that its Guarantee herein constitutes a guarantee of 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 10.02 and 11.07 10.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and 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 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. 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 Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionSection 11.01. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 11.01.

Guarantees. Holdings and each Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary 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. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary 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 (including any Subsidiary Guarantor) under this Indenture, the Notes Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, 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 of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.0710.06, any change in the ownership of Holdings or such Subsidiary Guarantor. Holdings and each Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee 71 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.01(b), 10.02 and 11.07 hereof10.06, the obligations of Holdings and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and each Subsidiary 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 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 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, manner or to any extent, extent vary the risk of such Holdings or such Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings and each Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any 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. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each Subsidiary Guarantor hereby promises to and shall, 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 (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Subsidiary Guarantor’s Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this Section. Holdings and each Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section.. 72

Guarantees. Holdings and each Guarantor Each of the Subsidiary Guarantors hereby fully unconditionally and irrevocably guarantees, jointly as primary obligor and severallynot merely as surety, to each Holder of the Notes of each series and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture principal of and interest, if any, on the Notes of the relevant series and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes of each series (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”)) to the Trustee and to the Holders. Holdings and each Guarantor Each of the Subsidiary Guarantors further agree 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 Holdings or such Guarantor it, and that Holdings and such Guarantor will it shall remain bound under this Article 11 X notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Guarantor Each of the Subsidiary Guarantors 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. Holdings and each Guarantor waive Each of the Subsidiary Guarantors waives notice of any default Default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor of the Subsidiary Guarantors 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 Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; or (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantorthe Company. Holdings and each Guarantor Each of the Subsidiary Guarantors further agrees that its the Guarantee herein constitutes a guarantee of payment, performance and compliance payment 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right The obligations of payment to the prior payment in full each of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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 Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor of the Subsidiary Guarantors 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 Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any defaultDefault, failure or delay, willful or otherwise, in the performance of the obligations 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, manner or to any extent, extent vary the risk of such Holdings or such Guarantor each of the Subsidiary Guarantors or would otherwise operate as a discharge of Holdings or such Guarantor the Subsidiary Guarantors as a matter of law or equity. Holdings and each Guarantor Each of the Subsidiary Guarantors further agrees that its the Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest interest, if any, on any Guaranteed Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor of the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any of the principal of or interest on any Guaranteed Obligation Obligations 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, Holdings and each Guarantor of the Subsidiary Guarantors hereby promises to and shall, 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 (1i) the unpaid amount of such Guaranteed Obligations, Obligations then due and owing and (2ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations ). Each of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor Subsidiary Guarantors further agrees that, as between ititself, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture for the purposes of Holdings’ or such Guarantor’s the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations as provided in Article 6Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this SectionGuarantee. Holdings and each Guarantor Each of the Subsidiary Guarantors also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this SectionSection 10.1.

Guarantees. Holdings and each (a) Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, irrevocably and unconditionally guarantees on a senior secured basis, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (ai) the full performance and punctual payment of principal of, and interest on, the Notes when due, whether at maturityStated Maturity, by acceleration, by 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 (including the Applicable Premium) or interest in respect of the Notes and all other monetary obligations of the Company Issuer under this Indenture and the Notes and (bii) 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 Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or each such Guarantor, and that each such Guarantor and that Holdings and such Guarantor will shall remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each . (b) Each Guarantor waives presentation to, demand of, of payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and 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 under this Indenture, the Notes or any other agreement or otherwise; (bii) any extension or renewal of this Indenture, the Notes or any thereofother agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this 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 of themGuarantor; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) except as set forth in Section 11.07, any change in the ownership of Holdings such 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 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. Holdings and each 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, 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. . (e) Except as expressly set forth in Sections 11.02 8.01, 9.01, 9.02, 10.02 and 11.07 hereof10.06, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 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, manner or to any extent, extent vary the risk of such Holdings or such any Guarantor or would otherwise operate as a discharge of Holdings or such any Guarantor as a matter of law or equity. (f) Except as expressly set forth in Sections 8.01, 9.01, 9.02, 10.02 and 10.06, each Subsidiary Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Subsidiary Guaranteed Obligations. Holdings Except as expressly set forth in Sections 8.01, 9.01, 9.02, 10.02 and 10.06, each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any 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. . (g) In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 (1i) the unpaid principal amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (3iii) all other monetary Guaranteed Obligations obligations of the Company Issuer to the Holders and the Trustee. Holdings and each Trustee in respect of the Guaranteed Obligations. (h) 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 and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Section 10.01. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this 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. Holdings and each The Guarantor hereby fully and unconditionally and irrevocably guarantees, jointly and severallyon an unsecured, senior basis to each Holder of Notes and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest onand premium and Additional Amounts, if any, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this the Original Indenture and this Third 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 this the Original Indenture and this Third Supplemental Indenture with respect to the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each The Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such the Guarantor and that Holdings and such the Guarantor will remain bound under this Article 11 Section 7.1 notwithstanding any extension or renewal of any Guaranteed Obligationobligation with respect to the Notes. Holdings The Company hereby fully and each unconditionally guarantees the Guarantee of the Guarantor on an unsecured, unsubordinated basis. The Guarantor waives presentation to, demand 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. Holdings and each The Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and 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 under the Original Indenture or this Indenture, Third Supplemental Indenture with respect to the Notes or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of the Original Indenture or this Indenture, Third Supplemental 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 of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f5) except as set forth in Section 11.077.1.6, any change in the ownership of Holdings or such the Guarantor. Holdings and each The Guarantor further agrees that its Guarantee herein constitutes a guarantee of 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this IndentureTrustee. Except as expressly set forth in Section 1502 of the Original Indenture and Sections 11.02 7.1.2 and 11.07 hereof7.1.6 of this Third Supplemental Indenture, the obligations of Holdings and each the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 Indenture, Third Supplemental 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 obligations 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, manner or to any extent, extent vary the risk of such Holdings or such the Guarantor or would otherwise operate as a discharge of Holdings or such the Guarantor as a matter of law or equity. Holdings and 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, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation obligation with respect to the 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. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any the Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each the Guarantor hereby promises to and shall, 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 (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each The Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 5 of the Original Indenture for the purposes of Holdings’ or such the Guarantor’s Guarantee hereinGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations with respect to the Notes guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 65 of the Original Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such the Guarantor for the purposes of this SectionSection 7.1.1. Holdings and each The Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 7.1.1.

Guarantees. Holdings Each Guarantor party hereto unconditionally guarantees, as a primary obligor and each Guarantor hereby unconditionally and irrevocably guaranteesnot merely as a surety, jointly and severallyseverally with each other Guarantor party hereto, to each Holder and to the Trustee and its successors and assigns (a) the full due and punctual payment of the principal of, of and interest onon the Revolving Loans and of all other Obligations, the Notes when and as due, whether at maturity, by acceleration, by redemption notice or prepayment or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor party hereto further agree agrees that the Guaranteed Obligations may be extended or and renewed, in whole or in part, without notice to or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor it will remain bound under this Article 11 upon its guarantee notwithstanding any extension or renewal of any Guaranteed ObligationObligations. Holdings and To the fullest extent permitted by law, each Guarantor party hereto waives presentation presentment to, demand of, of payment from and protest to the Company Borrowers or any other Person of any of the Guaranteed Obligations Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Holdings and each Guarantor waive notice of any default under To the Notes or fullest extent permitted by law, the Guaranteed Obligations. The obligations of Holdings and each a Guarantor party hereto hereunder shall not be affected by (a) the failure of the Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any right or remedy against the Company any Borrower or any other Person Guarantor under the provisions of this Indenture, the Notes Agreement or any of the other agreement Loan Documents or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this IndentureAgreement, any of the Notes other Loan Documents, any guarantee or any other agreement; (dc) the release of any security held by the Agent or any Holder or the Trustee Lender for the Guaranteed Obligations or any of them; or (ed) the failure of the Agent or any Holder or the Trustee Lender to exercise any right or remedy against any other guarantor Guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor party hereto further agrees that its Guarantee herein guarantee constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) , and waives any right to require that any resort be had by the Agent or any Holder or the Trustee Lender to any security (if any) held for payment of the Guaranteed Obligations. Each Guarantee is, Revolving Loan or to any balance of any deposit account or credit on the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full books of the principal Agent or any Lender in favor of and premium, if any, and interest on all Senior Debt of Holdings any Borrower or such Guarantor, as any other Person. To the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereoffullest extent permitted by law, the obligations of Holdings and each Guarantor party hereto hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of or setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by law, the obligations of Holdings and each Guarantor herein party hereto hereunder shall not be discharged or impaired or otherwise affected by the failure of the Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any remedy under this IndentureAgreement or under any other Loan Document, the Notes any guarantee or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations 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, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor party hereto further agrees that its Guarantee herein guarantee shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal or of or interest on any Guaranteed Obligation Revolving Loan or any other Obligations is rescinded or must otherwise be restored returned by the Agent or any Holder or the Trustee Lender upon the bankruptcy or reorganization of any Guarantor (other than the Company Case) or otherwise. In furtherance Each Guarantor party hereto hereby waives and releases all rights of the foregoingsubrogation against each Loan Party and its property and all rights of indemnification, contribution and reimbursement from each Loan Party and its property, in each case in connection with this guarantee and any payments made hereunder, and not in limitation regardless of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor whether such rights arise by virtue hereofoperation of law, upon the failure of the Company pursuant to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption contract or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, 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 (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.

Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal ofof and premium, if any, and interest oninterest, including Additional Interest, if any, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes otherwise and (b) the full and punctual payment and performance within applicable grace periods of all other obligations Obligations of the Company (including obligations to the Trustee) under this Indenture and the Notes whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or each such Guarantor and that Holdings and each such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each 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. Holdings and each Each Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each 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 under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Indenture, the Notes or any thereofother agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of themGuarantor; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings such Guarantor. 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 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. Holdings and each 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. Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all and other Senior Debt of Holdings or the Guarantor giving such Guarantor, as the case may be, Guarantee and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 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, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any 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. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 (1) the unpaid principal amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (3) all other monetary Guaranteed Obligations obligations of the Company to the Holders and the Trustee. Holdings and each 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 in cash of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s 's Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ ' fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section. Upon request of the Trustee (which request the Trustee shall under no circumstances be obligated to make), 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. Holdings and each Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 X notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary 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. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary 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 under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this 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 of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 11.0710.6, any change in the ownership of Holdings or such Subsidiary Guarantor. Holdings and each Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.4, 10.2 and 11.07 hereof10.6, the obligations of Holdings and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and each Subsidiary 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 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 obligations, or by any other act or thing or omission or delay to do any -98- other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings and each Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation Indebtedness is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each Subsidiary Guarantor hereby promises to and shall, 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 (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 VI for the purposes of Holdings’ or such Subsidiary Guarantor’s 's Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this Section. Holdings and each Each Subsidiary Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 10.1.

Guarantees. Holdings and each (a) Each Guarantor hereby unconditionally and irrevocably guarantees, 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 (ai) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturityStated Maturity, by acceleration, by 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, or premium or interest on the Notes and all other monetary obligations of the Company under this Indenture and the Notes and (bii) 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 Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or each such Guarantor, and that each such Guarantor and that Holdings and such Guarantor will shall remain bound under this Article 11 Ten notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each . (b) Each Guarantor 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. Holdings and each Each Guarantor waive waives notice of any default Default under the Notes or the Guaranteed Obligations. The obligations of Holdings and 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 under this Indenture, the Notes or any other agreement or otherwise; (bii) any extension or renewal of any thereof; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this 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 of them; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) except as set forth in Section 11.07, any change in the ownership of Holdings such Guarantor, except as provided in Section 10.05. (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 Company 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. Holdings and each 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, 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and 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 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. 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 Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.

Guarantees. Holdings and each Each Guarantor of Securities hereby unconditionally and irrevocably guarantees, jointly and severally, on an unsecured senior basis to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal ofof (and premium, if any) and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and with respect to the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and with respect to the Notes Securities (all the foregoing foregoing, being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor of Securities further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligationobligation. Holdings and each Each Guarantor of Securities 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. Holdings and each Each Guarantor waive of Securities waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and 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 (including any Guarantor) under this Indenture, Indenture with respect to the Notes Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this 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 of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.0711.06, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor of Securities further agrees that its Securities Guarantee herein constitutes a guarantee of 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 Security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof9.01, 11.02, 11.06 or 11.07, the obligations of Holdings and each Guarantor of Securities hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 obligations 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, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each 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, if at any time, time payment, or any part thereof, of principal of (and premium, if any) or interest on any Guaranteed Obligation obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder of Securities or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of (and premium, if any) or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further Securities agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Securities Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionSection 11.01. Holdings and each Each Guarantor of Securities also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 11.01.

Guarantees. Holdings (a) On and after the Issue Date, each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety on a senior basis, to each Holder and to the Trustee and its successors and assigns (ai) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturityStated Maturity, by acceleration, by 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, if any, or interest on in respect of the Notes and all other monetary obligations of the Company Issuer under this Indenture and the Notes and (bii) 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 Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or each such Guarantor, and that each such Guarantor and that Holdings and such Guarantor will shall remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings 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 each as required pursuant to Sections 4.12 and 4.14. (b) Each Guarantor waives presentation to, demand of, of payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and 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 under this Indenture, the Notes Notes, any Security Document, or any other agreement or otherwise; (bii) any extension or renewal of this Indenture, the Notes, any thereofSecurity Document or any other agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Notes, any Security Document or any other agreement; (div) the release of any security held by any Holder or the Collateral Agent for the benefit of Holders and the Trustee for the Guaranteed Obligations or any of themGuarantor; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) except as set forth in Section 11.07, any change in the ownership of Holdings such 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. Holdings and each 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, 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 Collateral Agent on behalf of the Holders and the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. . (e) Except as expressly set forth in Sections 11.02 8.01(b), 10.02 and 11.07 hereof10.06, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 obligations 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, manner or to any extent, extent vary the risk of such Holdings or such any Guarantor or would otherwise operate as a discharge of Holdings or such any Guarantor as a matter of law or equity. (f) Each Guarantor agrees that, subject to Section 10.02, its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Holdings and each Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any 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. . (g) In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 (1i) the unpaid principal amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (3iii) all other monetary Guaranteed Obligations obligations of the Company Issuer to the Holders and the Trustee. Holdings and each . (h) 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 and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Section 10.01. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this 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. Holdings Each Guarantor party hereto unconditionally guarantees, as a primary obligor and each Guarantor hereby unconditionally and irrevocably guaranteesnot merely as a surety, jointly and severallyseverally (solidarily) with each other Guarantor party hereto, to each Holder and to the Trustee and its successors and assigns (a) the full due and punctual payment of the principal of, of and interest onon the Revolving Loans and of all other Obligations, the Notes when and as due, whether at maturity, by acceleration, by redemption notice or prepayment or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor party hereto further agree agrees that the Guaranteed Obligations may be extended or and renewed, in whole or in part, without notice to or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor it will remain bound under this Article 11 upon its guarantee notwithstanding any extension or renewal of any Guaranteed ObligationObligations. Holdings and To the fullest extent permitted by law, each Guarantor party hereto waives presentation presentment to, demand of, of payment from and protest to any of the Company Borrowers or any other Person of any of the Guaranteed Obligations Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Holdings and each Guarantor waive notice of any default under To the Notes or fullest extent permitted by law, the Guaranteed Obligations. The obligations of Holdings and each a Guarantor party hereto hereunder shall not be affected by (a) the failure of the Administrative Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any right or remedy against the Company any Borrower or any other Person Guarantor under the provisions of this Indenture, the Notes Agreement or any of the other agreement Loan Documents or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this IndentureAgreement, any of the Notes other Loan Documents, any guarantee or any other agreement; (dc) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations Administrative Agent or any Lender for any of themthe Obligations; or (ed) the failure of the Administrative Agent or any Holder or the Trustee Lender to exercise any right or remedy against any other guarantor Guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor party hereto further agrees that its Guarantee herein guarantee constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) , and waives any right to require that any resort be had by the Administrative Agent or any Holder or the Trustee Lender to any security (if any) held for payment of the Guaranteed Obligations. Each Guarantee is, Obligations or to any balance of any deposit account or credit on the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full books of the principal Administrative Agent or any Lender in favor of any Borrower or any other Person, each Guarantor hereby waiving the benefits of division and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as discussion. To the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereoffullest extent permitted by law, the obligations of Holdings and each Guarantor party hereto hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of or setoff, compensation, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by law, the obligations of Holdings and each Guarantor herein party hereto hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any remedy under this IndentureAgreement or under any other Loan Document, the Notes any guarantee or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of any of the obligations 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, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor party hereto further agrees that its Guarantee herein guarantee shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal or of or interest on any Guaranteed Obligation or any other Obligations is rescinded or must otherwise be restored returned by the Administrative Agent or any Holder or the Trustee Lender upon the bankruptcy or reorganization of the Company any Borrower or otherwise. In furtherance Each Guarantor hereby acknowledges that the Obligations include, without limitation, any cost or expense which is of the foregoingnature of extra-judicial professional fees payable by the Administrative Agent or any Lender in accordance with any of the Loan Documents for services required by the Administrative Agent or any Lender in order to recover the capital and interest secured by any security interest entered into by any Loan Party or to conserve the property charged thereunder even if such cost or expense cannot be secured by such security interest. Each Guarantor undertakes to indemnify the Administrative Agent and each Lender with respect to all such costs and expenses. Each Guarantor party hereto hereby subordinates to the Obligations all rights of subrogation against each Borrower and its property and all rights of indemnification, contribution and reimbursement from each Borrower and its property, in each case in connection with this guarantee and any payments made hereunder, and not in limitation regardless of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor whether such rights arise by virtue hereofoperation of law, upon the failure of the Company pursuant to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption contract or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, 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 (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.

Guarantees. Holdings (a) The Guarantor, as primary obligor and each Guarantor hereby not merely as surety, will fully, irrevocably and unconditionally and irrevocably guarantees, jointly and severallyguarantee, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) and to the Trustee and its successors and assigns (ai) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Notes Securities and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities. (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each b) The Guarantor further agree agrees that its obligations hereunder shall be unconditional irrespective of the Guaranteed Obligations may be extended absence or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal existence of any Guaranteed Obligation. Holdings and each Guarantor waives presentation toaction to enforce the same, demand of, payment from and protest to the Company recovery of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each 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 judgment against the Company or any other Person under this Indenture, guarantor (except to the Notes extent such judgment is paid) or any other agreement waiver or otherwise; amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (b) any extension except that each such waiver or renewal of any thereof; amendment shall be effective in accordance with its terms). (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each The Guarantor further agrees that its the Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee merely of collection. (d) The Guarantor further agrees to waive presentment to, demand of payment from and protest to the Company or any other Person, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy of the Company or any other Person and any right to require that a proceeding first against the Company or any resort other Person. The obligations of the Guarantor shall not be had affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (e) The obligation of the Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security or the Trustee is required by any court or otherwise to return to the Company or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to any security held for payment of the Guaranteed Obligations. Each Company or the Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee isof the Guarantor, to the extent and in the manner set forth in Article 12 hereoftheretofore discharged, subordinated and subject in right of payment to the prior payment shall be reinstated in full of the principal of force and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and 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 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. 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 Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Sectioneffect.

Guarantees. Holdings and each The Note Guarantor listed below hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with any Additional Note Guarantor, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, of principal and all interest and other monetary obligations Guaranteed Obligations with respect to the Company’s $235,000,000 principal amount of 9% Senior Notes due 2018 in accordance with the Company under this Indenture and terms set forth in the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”)Indenture. Holdings and each The Note Guarantor further agree 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 Holdings or such Guarantor it, and that Holdings and such Guarantor it will remain bound under this Article 11 Guarantee notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings The Note Guarantor hereby agrees to pay, in addition to the amounts stated above, any and each all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under any Note Guarantee. The Note Guarantor 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. Holdings and each The Note Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each the Note 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 under this the Indenture, the Notes or any other agreement or otherwise; (bii) any extension or renewal of any thereof; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this the 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 of them; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsAdditional Note Guarantor; or (fvi) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantorthe Company. Holdings and each The Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance payment 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and 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 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. 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 Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.

Guarantees. Holdings Each Guarantor party hereto unconditionally guarantees, as a primary obligor and each Guarantor hereby unconditionally and irrevocably guaranteesnot merely as a surety, jointly and severallyseverally with each other Guarantor party hereto, to each Holder and to the Trustee and its successors and assigns (a) the full due and punctual payment of the principal of, of and interest onon the Revolving Loans, the Notes Term Loans and of all other Obligations, when and as due, whether at maturity, by acceleration, by redemption notice or prepayment or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor party hereto further agree agrees that the Guaranteed Obligations may be extended or and renewed, in whole or in part, without notice to or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor it will remain bound under this Article 11 upon its guarantee notwithstanding any extension or renewal of any Guaranteed ObligationObligations. Holdings and To the fullest extent permitted by law, each Guarantor party hereto waives presentation presentment to, demand of, of payment from and protest to any of the Company Borrowers or any other Person of any of the Guaranteed Obligations Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Holdings and each Guarantor waive notice of any default under To the Notes or fullest extent permitted by law, the Guaranteed Obligations. The obligations of Holdings and each a Guarantor party hereto hereunder shall not be affected by (a) the failure of the Administrative Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any right or remedy against the Company any Borrower or any other Person Guarantor under the provisions of this Indenture, the Notes Agreement or any of the other agreement Loan Documents or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this IndentureAgreement, any of the Notes other Loan Documents, any guarantee or any other agreement; (dc) the release of any security held by the Administrative Agent or any Holder or the Trustee Lender for the Guaranteed Obligations or any of them; or (ed) the failure of the Administrative Agent or any Holder or the Trustee Lender to exercise any right or remedy against any other guarantor Guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor party hereto further agrees that its Guarantee herein guarantee constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) , and waives any right to require that any resort be had by the Administrative Agent or any Holder or the Trustee Lender to any security (if any) held for payment of the Guaranteed Obligations. Each Guarantee is, Obligations or to any balance of any deposit account or credit on the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full books of the principal Administrative Agent or any Lender in favor of and premium, if any, and interest on all Senior Debt of Holdings any Borrower or such Guarantor, as any other Person. To the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereoffullest extent permitted by law, the obligations of Holdings and each Guarantor party hereto hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of or setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by law, the obligations of Holdings and each Guarantor herein party hereto hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any remedy under this IndentureAgreement or under any other Loan Document, the Notes any guarantee or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of any of the obligations 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, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor party hereto further agrees that its Guarantee herein guarantee shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal or of or interest on any Guaranteed Obligation or any other Obligations is rescinded or must otherwise be restored returned by the Administrative Agent or any Holder or the Trustee Lender upon the bankruptcy or reorganization of the Company any Borrower or otherwise. In furtherance Each Guarantor party hereto hereby subordinates to the Obligations all rights of the foregoingsubrogation against each Borrower and its property and all rights of indemnification, contribution and reimbursement from each Borrower and its property, in each case in connection with this guarantee and any payments made hereunder, and not in limitation regardless of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor whether such rights arise by virtue hereofoperation of law, upon the failure of the Company pursuant to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption contract or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, 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 (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.

Guarantees. Holdings and each Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture Indenture, the Security Agreements and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture Indenture, the Security Agreements and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary 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 nonpaymentnonpay ment. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary 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 under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this 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 of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Subsidiary Guarantor. Holdings and each Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.01(b), 10.02 and 11.07 hereof10.06, the obligations of Holdings and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 foregoingfore going, the obligations of Holdings and each Subsidiary 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 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 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, manner or to any extent, extent vary the risk of such Holdings or such Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings and each Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any 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. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each Subsidiary Guarantor hereby promises to and shallwill, 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 (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Subsidiary Guarantor’s 's Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this Section. Holdings and each Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section.

Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee on behalf of the Holders and its successors and assigns (a) the full due and punctual payment of principal of, premium, if any, and interest on, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuers under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation todiligence, presentment, demand ofof payment, payment from and protest to filing of claims with a court in the Company event of any insolvency or bankruptcy of the Guaranteed Obligations Issuer, any right to require a proceeding first against the Issuer, protest, notice and also all demands whatsoever. Each Guarantor waives notice of protest for nonpayment. Holdings and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each 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 under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth provided in Section 11.0710.06, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor further agrees that its Guarantee herein constitutes a guarantee of 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 10.02 and 11.07 hereof10.06, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoffset-off, 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 Holdings and 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 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 Guaranteed 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, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of of, premium, if any, or interest on any 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. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of of, premium, if any, or interest on any Guaranteed Obligation obligation under the Notes or this Indenture 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 Obligationobligation under the Notes or this Indenture, Holdings and each Guarantor hereby promises to and shallwill, 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 (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company Issuer to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article Section 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligationsobligations under the Notes or this Indenture guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations obligations as provided in Article 6, such Guaranteed Obligations obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionArticle 10.

Guarantees. Holdings and each (a) Each Note Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, irrevocably and unconditionally guarantees on a unsecured senior basis, as a primary obligor and not merely as a surety, to each Holder holder and to the Trustee and its successors and assigns (ai) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturityStated Maturity, by acceleration, by 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, if any, or interest on in respect of the Notes and all other monetary obligations of the Company Issuer under this Indenture and the Notes and (bii) 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 Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Note Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or each such Guarantor Note Guarantor, and that Holdings and each such Note Guarantor will shall remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each . (b) Each Note Guarantor waives presentation to, demand of, of payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Note Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Note Guarantor hereunder shall not be affected by (ai) the failure of any Holder 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 under this Indenture, the Notes or any other agreement or otherwise; (bii) any extension or renewal of this Indenture, the Notes or any thereofother agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (div) the release of any security held by any Holder holder or the Trustee for the Guaranteed Obligations or any of themNote Guarantor; (ev) the failure of any Holder holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) except as set forth in Section 11.07, any change in the ownership of Holdings such Note Guarantor, except as provided in Section 11.02(b). (c) Each Note Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Note Guarantors, such that such Note Guarantor’s obligations would be less than the full amount claimed. Each Note Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or such Note Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Note Guarantor hereunder. Holdings and each Each Note 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 Note Guarantor. (d) Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of 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 or the Trustee to any security held for payment of the Guaranteed Obligations. Each . (e) The Note Guarantee of each Note Guarantor is, to the extent and in the manner set forth in Article 12 hereof12, equal in right of payment to all existing and future Pari Passu Indebtedness, senior in right of payment to all existing and future Subordinated Indebtedness of the Issuer and subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt Secured Indebtedness of Holdings or such Guarantor, as the case may be, relevant Note Guarantor and each Guarantee is made subject to such provisions of this Indenture. . (f) Except as expressly set forth in Sections 8.01(b), 11.02 and 11.07 hereof11.06, the obligations of Holdings and each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder holder or the Trustee to assert any claim or demand or to enforce any remedy under this 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 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, manner or to any extent, extent vary the risk of such Holdings or such any Note Guarantor or would otherwise operate as a discharge of Holdings or such any Note Guarantor as a matter of law or equity. (g) Each Note Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Holdings and each Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. . (h) In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder holder or the Trustee has at law or in equity against Holdings or any Note Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of or interest 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, Holdings and each Note Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders holders or the Trustee an amount equal to the sum of (1i) the unpaid principal amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (3iii) all other monetary Guaranteed Obligations obligations of the Company Issuer to the Holders holders and the Trustee. Holdings and each . (i) Each Note 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 and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Each Note Guarantor further agrees that, as between it, on the one hand, and the Holders holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s any Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Note Guarantor for the purposes of this Section. Holdings and each Section 11.01. (j) Each Note Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred Incurred by the Trustee or any Holder holder in enforcing any rights under this SectionSection 11.01. (k) Upon request of the Trustee, each Note 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. Holdings (a) Each of TBS and each Guarantor hereby TWC irrevocably and unconditionally and irrevocably guaranteesguarantees (each, jointly and severallya "Guarantee"), to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) and to the Trustee and its successors and assigns (ai) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Notes Securities and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all Securities. Each of TBS and TWC further agrees that its obligations hereunder shall be unconditional irrespective of the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor further agree that the Guaranteed Obligations may be extended absence or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal existence of any Guaranteed Obligation. Holdings action to enforce the same, the recovery of any judgment against the Company or the other Guarantor (except to the extent such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of TBS and TWC further agrees that each Guarantor waives presentation Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of TBS and TWC further agrees to waive presentment to, demand of, of payment from and protest to the Company of any of the Guaranteed Obligations Guarantees, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment. Holdings , the filing of claims with a court in the event of merger or bankruptcy of the Company and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each 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 to require a proceeding first against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal Person. The obligations of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held TBS and TWC shall not be affected by any Holder failure or policy on the Trustee for the Guaranteed Obligations or any part of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against under this Indenture or the Securities of any other guarantor series. (d) The obligation of each of TBS and TWC to make any payment hereunder may be satisfied by causing the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or Company to make such Guarantorpayment. Holdings and each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by If any Holder of any Security or the Trustee is required by any court or otherwise to return to the Company, TBS or TWC, or any custodian, trustee, liquidator or other similar official acting in relation to any security held for payment of the Guaranteed Obligations. Each Company, TBS or TWC, any amount paid by any of them to the Trustee or such Holder, the Guarantee isof TBS and the Guarantee of TWC, to the extent and in the manner set forth in Article 12 hereoftheretofore discharged, subordinated and subject in right of payment to the prior payment shall be reinstated in full force and effect. (e) Each of the principal of TBS and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and 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 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. 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 Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor TWC also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under the Guarantees. (f) Any term or provision of this SectionIndenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees of TWC and TBS shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant 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. Holdings and each Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary 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. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary 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 (including any Subsidiary Guarantor) under this Indenture, the Notes Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, 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 of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.0711.06, any change in the ownership of Holdings or such Subsidiary Guarantor. Holdings and each Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of 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. Each Subsidiary Guarantee is, to the extent and in the manner set forth in Article 12 hereof12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt Indebtedness of Holdings or the Subsidiary Guarantor giving such Guarantor, as the case may be, Subsidiary Guarantee and each Subsidiary Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 8.01(b), 11.02 and 11.07 hereof11.06, the obligations of Holdings and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and each Subsidiary 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 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 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, manner or to any extent, extent vary the risk of such Holdings or such Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings and each Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any 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. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each Subsidiary Guarantor hereby promises to and shall, 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 (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Subsidiary Guarantor’s Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this Section. Holdings and each Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section.

Guarantees. Holdings (a) On and after the Issue Date, each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety on a senior basis, to each Holder and to the Trustee and its successors and assigns (ai) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturityStated Maturity, by acceleration, by 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, if any, or interest on in respect of the Notes and all other monetary obligations of the Company Issuer under this Indenture and the Notes and (bii) 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 Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or each such Guarantor, and that each such Guarantor and that Holdings and such Guarantor will shall remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings 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 each as required pursuant to Sections 4.12 and 4.14. (b) Each Guarantor waives presentation to, demand of, of payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and 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 under this Indenture, the Notes Notes, any Security Document, or any other agreement or otherwise; (bii) any extension or renewal of this Indenture, the Notes, any thereofSecurity Document or any other agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Notes, any Security Document or any other agreement; (div) the release of any security held by any Holder or the First Lien Collateral Agent for the benefit of Holders and the Trustee for the Guaranteed Obligations or any of themGuarantor; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) except as set forth in Section 11.07, any change in the ownership of Holdings such 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. Holdings and each 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, 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 First Lien Collateral Agent on behalf of the Holders and the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. . (e) Except as expressly set forth in Sections 11.02 8.01(b), 10.02 and 11.07 hereof10.06, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 obligations 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, manner or to any extent, extent vary the risk of such Holdings or such any Guarantor or would otherwise operate as a discharge of Holdings or such any Guarantor as a matter of law or equity. (f) Each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Holdings and each Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any 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. . (g) In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 (1i) the unpaid principal amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (3iii) all other monetary Guaranteed Obligations obligations of the Company Issuer to the Holders and the Trustee. Holdings and each . (h) 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 and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Section 10.01. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this 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. Holdings Each Guarantor, and each Guarantor hereby Borrower with respect to the Obligations of the other Borrower, unconditionally guarantees, as a primary obligor and irrevocably guaranteesnot merely as a surety, jointly and severallyseverally with each other Guarantor, to each Holder and to the Trustee and its successors and assigns (a) the full due and punctual payment of the principal of, of and interest onon each of the Notes, the Notes when and as due, whether at maturity, by acceleration, by redemption notice of prepayment or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full due and punctual payment and performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or and renewed, in whole or in part, without notice to or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor it will remain bound under this Article 11 upon its guarantee notwithstanding any extension or renewal of any Guaranteed ObligationObligations. Holdings and each Each Guarantor waives presentation presentment to, demand of, of payment from and protest to the Company Borrowers of any of the Guaranteed Obligations Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Holdings and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each a Guarantor hereunder shall not be affected by (a) the failure of any Holder Lender or the Trustee Agent to assert any claim or demand or to enforce any right or remedy against the Company Borrowers or any other Person Guarantor under the provisions of this IndentureAgreement, the Notes or any of the other agreement Loan Documents or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this IndentureAgreement, the Notes Notes, any of the other Loan Documents, any guarantee or any other agreement; (dc) the release of any security held by any Holder or the Trustee Agent for the Guaranteed Obligations or any of them; (ed) the failure of any Holder Lender or the Trustee Agent to exercise any right or remedy against any other guarantor Guarantor of the Obligations; or (fe) except as set forth in Section 11.07the failure of any Lender or the Agent to take, register, perfect or preserve any change in security for any of the ownership of Holdings or such GuarantorObligations. Holdings and each 102 108 Each Guarantor further agrees that its Guarantee herein guarantee constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) , and waives any right to require that any resort be had by the Agent or any Holder or the Trustee Lender to any security (including, without limitation, any Collateral) held for payment of the Guaranteed Obligations. Each Guarantee is, Obligations or to any balance of any deposit account or credit on the extent and books of any Lender or the Agent in the manner set forth in Article 12 hereof, subordinated and subject in right favor of payment to the prior payment in full any of the principal of and premium, if any, and interest on all Senior Debt of Holdings Borrowers or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indentureany other person. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the The obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of or 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 Holdings and each Guarantor herein hereunder shall not be discharged or impaired or otherwise affected by the failure of the Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any remedy under this IndentureAgreement, the Notes or under any other Loan Document, any guarantee or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might otherwise in any manner, manner or to any extent, extent vary the risk or reduce or extinguish the liability of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Guarantee herein guarantee shall be a continuing guarantee and shall stand as a guarantee of full and final payment and performance of all Obligations from time to time and shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored returned by the Agent or any Holder or the Trustee Lender upon the bankruptcy or reorganization of any of the Company Borrowers or otherwise. In furtherance Each Guarantor hereby waives and releases in favor of the foregoing, and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders Lenders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right Agent all rights of subrogation against or in respect of any Guaranteed Obligations until payment in full each of all Guaranteed Obligations the Borrowers and its property and all obligations to which rights of indemnification, contribution and reimbursement from each of the Guaranteed Obligations are subordinated as provided Borrowers and its property, in Article 12. Holdings each case in connection with this guarantee and each Guarantor further agrees that, as between it, on the one handany payments made hereunder, and regardless of whether such rights arise by operation of law, pursuant to contract or otherwise until such time as the Holders Obligations have been fully and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, finally performed and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Sectionpaid.

Guarantees. Holdings and each Guarantor Each of the Subsidiary Guarantors hereby fully unconditionally and irrevocably guarantees, jointly as primary obligor and severallynot merely as surety, 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 on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture principal of (and premium, if any) and interest, if any, on the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”)) to the Trustee and to the Holders. Holdings and each Guarantor Each of the Subsidiary Guarantors further agree 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 Holdings or such Guarantor it, and that Holdings and such Guarantor will it shall remain bound under this Article 11 X notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Guarantor Each of the Subsidiary Guarantors 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. Holdings and each Guarantor waive Each of the Subsidiary Guarantors waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor of the Subsidiary Guarantors 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 Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; or (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantorthe Company. Holdings and each Guarantor Each of the Subsidiary Guarantors further agrees that its the Guarantee herein constitutes a guarantee of payment, performance and compliance payment 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right The obligations of payment to the prior payment in full each of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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 Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor of the Subsidiary Guarantors 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 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 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, manner or to any extent, extent vary the risk of such Holdings or such Guarantor each of the Subsidiary Guarantors or would otherwise operate as a discharge of Holdings or such Guarantor the Subsidiary Guarantors as a matter of law or equity. Holdings and each Guarantor Each of the Subsidiary Guarantors further agrees that its the Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest interest, if any, on any Guaranteed Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor of the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any of the principal of or interest on any Guaranteed Obligation Obligations 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, Holdings and each Guarantor of the Subsidiary Guarantors hereby promises to and shall, 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 (1i) the unpaid amount of such Guaranteed Obligations, Obligations then due and owing and (2ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations ). Each of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor Subsidiary Guarantors further agrees that, as between ititself, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture for the purposes of Holdings’ or such Guarantor’s the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations as provided in Article 6Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this SectionGuarantee. Holdings and each Guarantor Each of the Subsidiary Guarantors also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this SectionSection 10.1.

Guarantees. Holdings and (a) Subject to the first sentence of this Article Fourteen, each Guarantor hereby unconditionally and irrevocably guarantees, jointly on a joint and severallyseveral basis, to each Holder of Securities of the applicable series and to the Trustee and its successors and assigns assigns, (ai) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and with respect to the Notes Securities of the applicable series (including obligations to the Trustee) and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and with respect to the Notes (all Securities of the foregoing being hereinafter collectively called the “Guaranteed Obligations”)applicable series. Holdings and each Each Guarantor further agree agrees that its obligations hereunder shall be unconditional irrespective of the Guaranteed Obligations may be extended absence or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal existence of any Guaranteed Obligation. Holdings and each Guarantor waives presentation toaction to enforce the same, demand of, payment from and protest to the Company recovery of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each 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 judgment against the Company (except to the extent such judgment is paid) or any other Person under waiver or amendment of the provisions of this Indenture, Indenture or the Notes Securities to the extent that any such action or any other agreement similar action would otherwise constitute a legal or otherwise; equitable discharge or defense of such Guarantor (except that such waiver or amendment shall be effective in accordance with its terms). (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee merely of collection. (c) Each Guarantor further agrees to waive presentment to, demand of payment from and protest to the Company of its Guarantee, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy of the Company and any right to require that a proceeding first against the Company or any resort other Person. The obligations of a Guarantor shall not be had affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of the applicable series. (d) The obligation of a Guarantor to make any payment hereunder may be satisfied by causing the Company or another Guarantor to make such payment. If any Holder of any Security of the applicable series or the Trustee is required by any court or otherwise to return to the Company or any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to any security held for payment of the Guaranteed Obligations. Each Guarantee isCompany or any such Guarantor any amount paid by any of them to the Trustee or such Holder, any applicable Guarantee, to the extent and in the manner set forth in Article 12 hereoftheretofore discharged, subordinated and subject in right of payment to the prior payment shall be reinstated in full of the principal of force and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and 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 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. 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 Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 effect. (1e) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Holder of Securities of the applicable series in enforcing any of their respective rights under its Guarantee. (f) Any term or provision of this SectionGuarantee to the contrary notwithstanding, the maximum aggregate amount of a Guarantor's Guarantee shall not exceed the maximum amount that can be hereby guaranteed without rendering this Guarantee as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Holdings (a) On and after the Issue Date, each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety on a senior basis, to each Holder and to the Trustee and its successors and assigns (ai) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturityStated Maturity, by acceleration, by 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, or interest on in respect of the Notes and all other monetary obligations of the Company Issuers under this Indenture and the Notes and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or each such Guarantor, and that each such Guarantor and that Holdings and such Guarantor will shall remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings 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 each as required pursuant to Sections 4.12 and 4.15. (b) Each Guarantor waives presentation to, demand of, of payment from and protest to the Company Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and 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 Issuers or any other Person under this Indenture, the Notes Notes, any Security Document, or any other agreement or otherwise; (bii) any extension or renewal of this Indenture, the Notes, any thereofSecurity Document or any other agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Notes, any Security Document or any other agreement; (div) the release of any security held by any Holder or the Collateral Agent for the benefit of Holders and the Trustee for the Guaranteed Obligations or any of themGuarantor; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) except as set forth in Section 11.07, any change in the ownership of Holdings such 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 Issuers or any other Guarantor first be used and depleted as payment of the Issuers’ or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Holdings and each Each Guarantor hereby waives any right to which it may be entitled to require that the Issuers 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, 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 Collateral Agent on behalf of the Holders and the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. . (e) Except as expressly set forth in Sections 11.02 8.01(b), 10.02 and 11.07 hereof10.06, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of 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 Holdings and 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 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 obligations 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, manner or to any extent, extent vary the risk of such Holdings or such any Guarantor or would otherwise operate as a discharge of Holdings or such any Guarantor as a matter of law or equity. (f) Each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Holdings and each Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuers or otherwise. . (g) In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuers to pay the principal of or interest 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, Holdings and each Guarantor hereby promises to and shall, 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 (1i) the unpaid principal amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (3iii) all other monetary Guaranteed Obligations obligations of the Company Issuers to the Holders and the Trustee. Holdings and each . (h) 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 and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Section 10.01. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this 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.