Common use of Guaranties Clause in Contracts

Guaranties. The Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantors, 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 Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary Guarantor and that the Subsidiary Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. The 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. The Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, 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 Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture, any change in the ownership of the Subsidiary Guarantor. The Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section 8.01(b), 10.02 and 10.06 of the Indenture, the obligations of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the 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 or to any extent vary the risk of the Subsidiary Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantor as a matter of law or equity. The Subsidiary 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 the 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 Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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. The Subsidiary Guarantor 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 of the Indenture for the purposes of the Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Supplemental Indenture. The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2.

Guaranties. The Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and an interest on the Securities Notes when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the "Guaranteed “Notes Obligations"”). The Each Subsidiary Guarantor further agrees that the Guaranteed Notes Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article 10 notwithstanding any extension or renewal of any Guaranteed Notes Obligation. The Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Notes Obligations and also waives notice of protest for nonpayment. The Each Subsidiary Guarantor waives notice of any default under the Securities Notes or the Guaranteed Notes Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, the Securities 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 the Indenture, this Supplemental Indenture, the Securities Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Notes 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 Notes Obligations; or (f) except as set forth in Section 10.06 of the Indenture10.06, any change in the ownership of the such Subsidiary Guarantor. The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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 Notes Obligations. Except as expressly set forth in Section Sections 8.01(b), 10.02 and 10.06 of the Indenture10.06, the obligations of the 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the 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 the Indenture, this Supplemental Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity. The Each Subsidiary 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 Notes 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 the any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Notes Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Notes Obligation, the 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 of (1) the unpaid amount of such Guaranteed Notes Obligations, (2) accrued and unpaid interest on such Guaranteed Notes Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Notes Obligations of the Company to the Holders and the Trustee. The 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 Notes Obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of the such Subsidiary Guarantor's ’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsNotes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Notes Obligations as provided in Article 6 of the Indenture6, such Guaranteed Notes Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection 10.01. The Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' ’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 210.01.

Guaranties. The Subsidiary Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities Notes when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the "Guaranteed ObligationsGUARANTEED OBLIGATIONS"). The Subsidiary Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary such Guarantor and that the Subsidiary such Guarantor will remain bound under this Supplemental Indenture Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. The Subsidiary 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 acceleration, notice of intent to accelerate and notice of protest for nonpayment. The Subsidiary Subject to Section 6.01, each Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of the Subsidiary each Guarantor hereunder 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 the Indenture, this Supplemental Indenture, the Securities 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 the Indenture, this Supplemental Indenture, the Securities 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 91 any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture11.06, any change in the ownership of the Subsidiary such Guarantor. The Subsidiary Each Guarantor further agrees that its Subsidiary Guaranty 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 Guaranty is, to the extent and in the manner set forth in Article 12, 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 Indebtedness of the Guarantor giving such Guaranty and each Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Section Sections 8.01(b), 10.02 11.02 and 10.06 of the Indenture11.06, the obligations of the Subsidiary 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 the Subsidiary 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 the Indenture, this Supplemental Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary such Guarantor or would otherwise operate as a discharge of the Subsidiary such Guarantor as a matter of law or equity. The Subsidiary Each Guarantor further agrees that its Guarantee Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any 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 the Subsidiary 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Subsidiary 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 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. The Subsidiary 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 12. 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 of the Indenture for the purposes of the Subsidiary such Guarantor's Subsidiary Guaranty 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 of the Indenture6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary such Guarantor for the purposes of this Supplemental IndentureSection 11.01. The Subsidiary Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 211.01.

Guaranties. The Subsidiary Guarantor hereby unconditionally (a) Subject to the terms and irrevocably guaranteesconditions of this Note, the Guarantors hereby, jointly and severally with the other Subsidiary Guarantorsseverally, to each Holder and unconditionally guarantee to the Trustee Holder the prompt and its successors and assigns (a) the full and punctual complete payment of principal of and interest on the Securities in cash when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (b) the full and punctual performance within subject to any applicable grace periods and notice requirements set forth in this Note, of all other the Maker’s payment obligations of to the Company Holder under this Note (the Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed “Obligations"”). The Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary Guarantor and that the Subsidiary Guarantor will remain bound An Event of Default under this Supplemental Indenture notwithstanding any extension or renewal Note shall constitute an event of any Guaranteed Obligation. The 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. The Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations guaranties of the Subsidiary Guarantor hereunder shall not be affected by Guarantors provided in this Section 5 (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 the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, 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 Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture, any change in the ownership of the Subsidiary Guarantor. The Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section 8.01(b“Guaranties”), 10.02 and 10.06 of shall entitle the Indenture, Holder to accelerate the obligations of the Subsidiary Guarantors hereunder in the same manner and to the same extent as the Obligations. The Guaranties constitute guarantees of payment when due and not of collection. (b) Anything herein to the contrary notwithstanding, the maximum liability of each Guarantor hereunder shall not in no event exceed the amount which can be subject guaranteed by such Guarantor under applicable federal and state laws relating to fraudulent transfers or conveyances or to the insolvency of debtors (after giving effect to any reductionright of contribution from the other Guarantor). (c) The Guarantors shall not exercise any rights which they may acquire by way of subrogation to the rights of the Holder hereunder until all the Obligations shall have been paid in full. Subject to the foregoing, limitationupon payment of all the Obligations, impairment or termination for any reason, including any claim the Guarantors shall be subrogated to the rights of waiver, release, surrender, alteration or compromisethe Holder against the Maker, and the Holder agrees to take such steps as the Guarantors may reasonably request to implement such subrogation. (d) To the maximum extent permitted by applicable law, the Guarantors understand and agree that the Guaranties shall not be subject to construed as continuing, complete, absolute, and unconditional guarantees of payment without regard to, and each Guarantor hereby waives any defense of setoffa surety or guarantor or any other obligor on any obligations arising in connection with or in respect of, 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 and hereby agrees that its obligations of the Subsidiary Guarantor herein hereunder shall not be discharged or impaired or otherwise affected as a result of, any of the following: (i) any defense, setoff, or counterclaim (other than the defense of payment or performance and the setoff rights referred to in Section 6) which may at any time be available to or be asserted by the failure Maker against the Holder; (ii) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution, or lack of power of the Maker or the other Guarantor, or any sale, lease, or transfer of any Holder or all of the assets of the Maker or the Trustee to assert any claim or demand or to enforce any remedy under the Indentureother Guarantor, this Supplemental Indenture, the Securities or any change in the shareholders of the Maker or the other agreementGuarantor; (iii) any change in the corporate existence, by any waiver structure, or modification ownership of any thereofother Obligor; (iv) the absence of any attempt to collect the Obligations or any part of them from any other Obligor; or (v) any other circumstance or act which constitutes, by any defaultor might be construed to constitute, failure an equitable or delay, wilful or otherwise, in the performance legal discharge of the Guaranteed Maker for the Obligations, or by of such Guarantor under its Guaranty, in bankruptcy or in any other act instance (other than the defense of payment or thing performance or omission any such discharge that may arise out of or delay be based on Asbestos Resolution Legislation, as provided in Sections 7.1and 7.2 of the Settlement Agreement). When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against either Guarantor, the Holder may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against the Maker or the other Guarantor, and any failure by the Holder to do make any such demand, to pursue such other act rights or thing which may or might in any manner remedies, or to collect any extent vary payments from the risk Maker or the other Guarantor, or any release of the Subsidiary Maker or the other Guarantor, shall not relieve such Guarantor of any obligation or would otherwise operate as a discharge of liability hereunder, and shall not impair or affect the Subsidiary Guarantor rights and remedies, whether express, implied, or available as a matter of law or equity. The Subsidiary 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 thereoflaw, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee Maker against such Guarantor. (e) The Guaranties shall terminate upon the bankruptcy or reorganization payment in full 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 the Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and Obligations (as the same shall become due, whether at Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to may be paid, in cash, limited pursuant to the Holders provisions of Section 1(b)) or the Trustee an amount equal at such later time as may be applicable pursuant to the sum of (1) the unpaid amount provisions 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. The Subsidiary Guarantor 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 of the Indenture for the purposes of the Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Supplemental Indenture. The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 21(b)(ii)(B)(2)(c).

Guaranties. The Subsidiary Guarantor hereby unconditionally and irrevocably guarantees[, jointly and severally with the other Subsidiary Guarantors], 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 Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed “Obligations"”). The Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary Guarantor and that the Subsidiary Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. The 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. The Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, 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 Guaranteed Obligations; or (f) except as set forth in Section 10.06 7 of the this Supplemental Indenture, any change in the ownership of the Subsidiary Guarantor. The Subsidiary Guarantor further agrees that its Subsidiary Guaranty guaranty 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. Except as expressly set forth in Section 8.01(b), 10.02 and 10.06 of the Indenture and Sections 3 and 7 of this Supplemental Indenture, the obligations of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the 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 or to any extent vary the risk of the Subsidiary Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantor as a matter of law or equity. The Subsidiary Guarantor further agrees that its Guarantee guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any 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 the 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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 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. The Subsidiary Guarantor 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 VI of the Indenture for the purposes of the Subsidiary Guarantor's Subsidiary Guaranty ’s guaranty 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 VI of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Supplemental Indenture. The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' ’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2.

Guaranties. The Additional Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations")Securities. The Additional Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Additional Subsidiary Guarantor and that the Additional Subsidiary Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. The Additional 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. The Additional Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Additional 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 (including any Guarantor) under the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, 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 Guaranteed Obligations; or (f) except as set forth in Section 10.06 8 of the this Supplemental Indenture, any change in the ownership of the Additional Subsidiary Guarantor. The Additional Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section 8.01(b), 10.02 and 10.06 ) of the Indenture and Sections 4 and 8 of this Supplemental Indenture, the obligations of the Additional 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 the Additional 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Additional Subsidiary Guarantor or would otherwise operate as a discharge of the Additional Subsidiary Guarantor as a matter of law or equity. The Additional Subsidiary Guarantor further agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Note Guarantee is released in compliance with Section 8 of this Supplemental Indenture or upon the merger or the sale of all the Capital Stock or assets of the Additional Subsidiary Guarantor in compliance with Section 4.06 or Article 5 of the Indenture. The Additional Subsidiary 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 the Additional 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Additional 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 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. The Additional Subsidiary Guarantor 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 of the Indenture for the purposes of the Additional Subsidiary Guarantor's Subsidiary Guaranty ’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 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Additional Subsidiary Guarantor for the purposes of this Supplemental Indenture. The Additional Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' ’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 23.

Guaranties. The Subject to this Article Eleven, each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities Notes when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article Eleven notwithstanding any extension or renewal of any Guaranteed Obligation. The 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. The Each Subsidiary Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, the Securities 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, this Supplemental Indenture, the Securities 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 10.06 of the Indenture11.06, any change in the ownership of the such Subsidiary Guarantor. The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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 Guaranty is, to the extent and in the manner set forth in Article Twelve of this Indenture, 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 Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Section Sections 8.01(b), 10.02 11.02 and 10.06 of the Indenture11.06, the obligations of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity. The Each Subsidiary 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 the 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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 of (1A) the unpaid amount of such Guaranteed Obligations, and (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary ). 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 in cash of all Guaranteed Obligations and all obligations to which the Company to the Holders and the TrusteeGuaranteed Obligations are subordinated as provided in Article Twelve of this Indenture. The 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 of the Indenture Six for the purposes of the such Subsidiary Guarantor's Subsidiary Guaranty 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 of the IndentureSix, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection. The Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuers under the this Indenture and the Securities securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuers under the this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. The Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company Issuers of any of the Guaranteed Obligations obligations and also waives notice of protest for nonpayment. The Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations Obligations of the 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 Issuers or any other Person under the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, the Securities -61- 66 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 10.06 of the Indenture, any change in the ownership of the such Subsidiary Guarantor. The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section 8.01(bSections 8.1(b), 10.02 10.2 and 10.06 of the Indenture10.6, the obligations of the 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 Obligations of the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity. The Each Subsidiary 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 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. 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 the any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Issuers to pay the principal of or interest on any Guaranteed Obligation obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligationobligation, the 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 of (1i) the unpaid amount of such Guaranteed Obligationsobligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not -62- 67 prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company Issuers to the Holders and the Trustee. The Each Subsidiary Guarantor 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 of the Indenture for the purposes of the such Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection. The Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees, fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Subsidiary Subject to this Article Ten, each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, to each Holder of the applicable series of Notes and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities such Notes when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuers under the this Indenture and the Securities such Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuers under the this Indenture and the Securities such Notes (all the foregoing being hereinafter collectively called the "“Guaranteed Obligations"”). The Subsidiary Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary such Guarantor and that the Subsidiary such Guarantor will remain bound under this Supplemental Indenture Article Ten notwithstanding any extension or renewal of any Guaranteed Obligation. The Subsidiary Subject to Section 6.06 hereof, each Guarantor waives waives, to the extent permitted by applicable law, (i) presentation to, demand of, payment from and protest to the Company Issuers of any of the Guaranteed Obligations and also waives Obligations, (ii) notice of protest for nonpayment. The Subsidiary Guarantor waives nonpayment and (iii) notice of any default under the Securities any Notes of any series or the Guaranteed Obligations. The obligations of the Subsidiary 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 Issuers or any other Person (including any Guarantor) under the this Indenture, this Supplemental Indenture, the Securities any Notes of any series 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 this Indenture, this Supplemental Indenture, the Securities any Notes of any series 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 10.06 of the Indenture10.06, any change in the ownership of the Subsidiary such Guarantor. The Subsidiary Each Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section 8.01(bSections 8.01(B), 10.02 and 10.06 of the Indenture10.06, the obligations of the Subsidiary 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 the Subsidiary 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 the this Indenture, this Supplemental Indenture, the Securities any Notes of any series or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary such Guarantor or would otherwise operate as a discharge of the Subsidiary such Guarantor as a matter of law or equity. The Subsidiary Each Guarantor further agrees that its Guarantee Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any 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. 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 the Subsidiary 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Subsidiary 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 of (1A) the unpaid amount of such Guaranteed Obligations, and (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary ). 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 in cash or Cash Equivalents of the Company to the Holders and the Trusteeall Guaranteed Obligations. The Subsidiary 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 of the Indenture Six for the purposes of the Subsidiary such Guarantor's Subsidiary ’s Guaranty 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 of the IndentureSix, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary such Guarantor for the purposes of this Supplemental IndentureSection. The Subsidiary Each Guarantor also agrees to shall pay any and all costs and expenses (including reasonable attorneys' ’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Subsidiary Guarantor execution, delivery and effectiveness of this Amendment Agreement shall not, except as expressly provided herein, (A) waive or modify any “Default” or “Event of Default” (whether or not existing on the date hereof) under and as defined in, right, power or remedy under, or any other provision of, any Transaction Document (in each case, other than any failure to comply with any provision of a Transaction Document amended hereby unconditionally and irrevocably guaranteesthat would not have been a failure if such Transaction Document had been amended as provided herein prior to the date hereof) or (B) commit or otherwise obligate the Holder or the Collateral Agent to enter into or consider entering into any other consent, waiver or modification of any Transaction Document or make any further purchases or other advances pursuant to any Transaction Documents. This Amendment Agreement does not constitute a novation of any Transaction Document. Each Company Party hereby agrees that it continues to guaranty, jointly and severally with the other Subsidiary Guarantorsseverally, to each Holder absolutely, unconditionally and irrevocably, pursuant to the Trustee Guaranties, as primary obligor and its successors and assigns (a) not merely as surety, the full and punctual payment when due of principal the Obligations of any other Company Party owing under the Transaction Documents, as modified hereby (subject to the limitations set forth in the Guaranties) and interest on that the Securities when dueterms hereof shall not affect in any way its obligations and liabilities, whether at Stated Maturityas expressly modified hereby, by accelerationunder the Transaction Documents. Each Company Party hereby reaffirms (a) all of its obligations and liabilities under the Transaction Documents, by redemption or otherwiseas modified hereby, and all other monetary agrees that such obligations of the Company under the Indenture and the Securities liabilities shall remain in full force and effect and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Liens granted under the Indenture Transaction Documents, and agrees that such Liens shall continue to secure the Securities Obligations (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"as such term is modified hereby). The Subsidiary Guarantor In further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary Guarantor and that the Subsidiary Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. The 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. The Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee consideration for the Guaranteed Obligations execution of this Amendment Agreement by the Holder and without limiting any rights or remedies the Holder or any of them; its Related Parties may have, each Company Party hereby releases each of the Holder and each of its Related Parties (eeach a “Releasee” and, collectively, the “Releasees”) the failure against any and all claims and from any other Losses of any Holder Company Party or the Trustee any Subsidiary thereof, whether or not relating to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the IndentureTransaction Document, any change in the ownership of the Subsidiary Guarantor. The Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of paymentobligation or liability owing thereunder, 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. Except as expressly set forth in Section 8.01(b), 10.02 and 10.06 of the Indenture, the obligations of the 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 the Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure asset of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Indenture, this Supplemental Indenture, the Securities Company Party or any other agreement, by any waiver of their Subsidiaries or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the 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 or to any extent vary the risk of the Subsidiary Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantor as a matter of law or equity. The Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time paymentAffiliates, or any part thereoflegal relationship that exists or may exist between any Releasee and any Company Party or any Subsidiary of any Company Party. Each Company Party, of principal of each for itself and for its Subsidiaries, acknowledges and agrees that it or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or its Subsidiaries may discover information later that could have affected materially their willingness to agree to the Trustee upon release in this paragraph and that neither such possibility, which it took into account when executing this amendment, nor such discovery, as to which it expressly assumes the bankruptcy or reorganization risk, shall affect the effectiveness of the Company or otherwise. In furtherance of release in this paragraph, and waives the foregoing and not in limitation benefit of any other right which any Holder or the Trustee has at law or in equity against the 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 Stated Maturity, by acceleration, by redemption or legal requirement that may provide otherwise, or to perform or comply with any other Guaranteed Obligation, the 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. The Subsidiary Guarantor 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 of the Indenture for the purposes of the Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Supplemental Indenture. The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2.

Guaranties. The Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantors, to each Holder and to the Trustee and its successors and assigns (a) Journal Register hereby guarantees to the full Purchaser, as a primary obligor, payment and punctual payment performance by each Seller of principal their respective obligations under this Agreement and under each of the other agreements contemplated by this Agreement to which they are parties (including without limitation, all amendments hereof and interest thereof), in each case, subject to the terms, conditions and limitations hereof and thereof. Journal Register hereby waives suretyship defenses, demand, payment, protest and notice of dishonor or nonperformance of any such obligations, and no consent of Journal Register shall be required with respect to any amendment or waiver of this Agreement (other than this Section 31(a)) that is effected in accordance with this Agreement. The liability of Journal Register under this Agreement by reason of this Section 31(a) is primary, and Purchaser shall not be required to make any demand on the Securities when dueSellers for performance of any of their obligations under this Agreement, whether at Stated Maturitynor to exhaust any legal, by accelerationcontractual or equitable remedies against the Sellers, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and prior to proceeding against Journal Register (b) Pulitzer hereby guarantees to the full Journal Register Parties, as a primary obligor, payment and punctual performance within applicable grace periods by the Purchaser of all other its obligations under this Agreement and under each of the Company under other agreements contemplated by this Agreement to which it is a party (including without limitation, all amendments hereof and thereof), in each case, subject to the Indenture terms, conditions and the Securities limitations hereof and thereof. Pulitzer hereby waives suretyship defenses, demand, payment, protest and notice of dishonor or nonperformance of any such obligations, and no consent of Pulitzer shall be required with respect to any amendment or waiver of this Agreement (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"other than this Section 31(b)) that is effected in accordance with this Agreement. The Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary Guarantor and that the Subsidiary Guarantor will remain bound liability of Pulitzer under this Supplemental Indenture notwithstanding Agreement by reason of this Section 31(b) is primary, and no Journal Register Party shall be required to make any extension or renewal of any Guaranteed Obligation. The Subsidiary Guarantor waives presentation to, demand of, payment from and protest to on the Company Purchaser for performance of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Subsidiary Guarantor waives notice of its obligations under this Agreement, nor to exhaust any default under the Securities legal, contractual or the Guaranteed Obligations. The obligations of the 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 equitable remedies against the Company or any other Person under the IndenturePurchaser, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, 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 prior to exercise any right or remedy proceeding against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture, any change in the ownership of the Subsidiary Guarantor. The Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section 8.01(b), 10.02 and 10.06 of the Indenture, the obligations of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the 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 or to any extent vary the risk of the Subsidiary Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantor as a matter of law or equity. The Subsidiary 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 the 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 Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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. The Subsidiary Guarantor 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 of the Indenture for the purposes of the Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Supplemental Indenture. The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Pulitzer.

Guaranties. The Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantors, to each Holder and to the Trustee and its successors and assigns By joining herein: (a) Each of the full Guarantors jointly and punctual severally, unconditionally and irrevocably, guarantees to the Holders and each of their respective successors, indorsees, transferees and assigns, the prompt and complete payment of principal of in cash and interest on performance by the Securities Obligors when due, due (whether at Stated Maturitythe stated maturity, by accelerationacceleration or otherwise) of the Guarantied Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Note Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can be guaranteed by redemption such Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 14.2). (c) Each Guarantor agrees that the Guarantied Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 14 or affecting the rights and remedies of any Holder under this Section 14. (d) Each Guarantor agrees that if the maturity of the Guarantied Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Section 14 shall remain in full force and all other monetary obligations of the Company under the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities (effect until all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Subsidiary Guarantor further agrees that the Guaranteed Guarantied Obligations may be extended or renewedshall have been satisfied by payment in full in cash. (e) No payment made by any Obligor, in whole or in part, without notice to or further assent from the Subsidiary Guarantor and that the Subsidiary Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. The 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. The Subsidiary Guarantor waives notice of Guarantors, any default under the Securities or the Guaranteed Obligations. The obligations of the 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 other guarantor or any other Person under or received or collected by any Holder from any Obligor, any of the IndentureGuarantors, this Supplemental Indenture, the Securities any other guarantor or any other agreement or otherwise; (b) any extension or renewal Person by virtue of any thereof; (c) any rescission, waiver, amendment action or modification of any of the terms or provisions of the Indenture, this Supplemental Indenture, the Securities proceeding or any other agreement; (d) the release set-off or appropriation or application at any time or from time to time in reduction 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 10.06 of the Indenture, any change in the ownership of the Subsidiary Guarantor. The Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section 8.01(b)Guarantied Obligations shall be deemed to modify, 10.02 and 10.06 reduce, release or otherwise affect the liability of the Indenture, the obligations of the Subsidiary any 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the 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 or to any extent vary the risk of the Subsidiary Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantor as a matter of law or equity. The Subsidiary 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 the 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 Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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. The Subsidiary Guarantor 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 of the Indenture for the purposes of the Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or such payment (other prohibition preventing than any payment made by such acceleration Guarantor in respect of the Guaranteed Guarantied Obligations or any payment received or collected from such Guarantor in respect of the Guarantied Obligations), and (y) in remain liable for the event of any declaration of acceleration Guarantied Obligations up to the maximum liability of such Guaranteed Guarantor hereunder until the Guarantied Obligations as provided are paid in Article 6 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Supplemental Indenture. The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder full in enforcing any rights under this Section 2cash.

Guaranties. The (a) Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. The . (b) 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. The Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, the 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 the Indenture, this Supplemental Indenture, the 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 10.06 of the Indenture10.06, any change in the ownership of the such Subsidiary Guarantor. The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. . (c) Except as expressly set forth in Section Sections 8.01(b), 10.02 10.02, 10.05 and 10.06 of the Indenture10.06, the obligations of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity. The . (d) Each Subsidiary Guarantor further agrees that its Guarantee Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any 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. . (e) 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 the 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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 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. The . (f) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all Obligations. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xA) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of the Subsidiary Guarantor's any Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yB) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6 of the Indenture6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Supplemental Indenture. The Section 10.01. (g) Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 210.01.

Guaranties. The Subsidiary Guarantor hereby unconditionally (i) From the date that is 90 days after the consummation of the Allergan Acquisition, the payment and irrevocably guarantees, jointly and severally with performance of the other Subsidiary Guarantors, 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 Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Borrower under this Agreement shall be guaranteed by each direct or indirect existing or future wholly-owned Subsidiary of the Borrower that guarantees (A) any Borrowed Debt of Allergan or any of its Subsidiaries (other than the Specified Allergan Debt and other than any intercompany Borrowed Debt owed to another member of the Consolidated Group), so long as the aggregate principal amount of such guaranteed Borrowed Debt issued by any such Person exceeds $3,000,000,000 or (B) (x) the Borrower’s obligations under the Indenture Bridge Credit Agreement, (y) the Borrower’s obligations under the Existing Public Notes and/or (z) the Borrower’s obligations under any other Borrowed Debt, that is outstanding for clauses (x) - (z) in an aggregate committed (with respect to clause (x) above) and principal (with respect to clauses (y) and (z) above) amount of at least $2,000,000,000, in each case pursuant to one or more guaranty agreements in form and substance reasonably acceptable to the Administrative Agent and the Securities Borrower and (b) governed by the full and punctual performance within applicable grace periods of all other obligations laws of the Company under State of New York, as the Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Subsidiary Guarantor further agrees that the Guaranteed Obligations same may be extended amended, modified or renewedsupplemented from time to time (individually a “Guaranty” and collectively the “Guaranties”; and each such Subsidiary executing and delivering a Guaranty, in whole a “Guarantor” and collectively the “Guarantors”); provided that no such Guaranty by a Foreign Subsidiary shall be required under this Section 5.01(k) to the extent the provision of such Guaranty would (1) give rise to a material adverse tax consequence to the Borrower or in part, without notice to any of its direct or further assent indirect Subsidiaries or any of its shareholders (including any tax consequences resulting from the Subsidiary Guarantor application of Section 956 of the Internal Revenue Code) or (2) otherwise be prohibited by applicable law (or, with respect to any temporary restrictions, including limitations imposed under financial assistance rules or similar local laws, unless and that until such temporary restrictions have been removed) or requires the Subsidiary Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension approval or renewal consent of any Guaranteed Obligation. The 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. The Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the 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 governmental authority or any other Person that is not a member of the Consolidated Group or that would cause a default or event of default (or similar events) under the IndentureDebt of such Subsidiary; provided, further that (i) the relevant Guarantor shall use reasonable efforts to overcome any such prohibition or restriction and (ii) to the extent the provision of any Guaranty would be limited (though not prohibited) under the laws of any application jurisdiction, such Guaranty shall only be provided subject to such limitations (in each case of this Supplemental Indentureclause (i), as determined in good faith by the Borrower in consultation with the Administrative Agent) (the guarantee requirements above, after giving effect to all limitations set forth therein, the Securities “Guarantee Requirements”). (ii) In the event any Subsidiary of the Borrower is required to become a Guarantor hereunder pursuant to the Guarantee Requirements, within 90 days after the earliest date on which such requirement becomes applicable (or such longer period reasonably acceptable to the Administrative Agent), the Borrower shall cause such Subsidiary to execute and deliver to the Administrative Agent a Guaranty and the Borrower shall also deliver to the Administrative Agent, or cause such Subsidiary to deliver to the Administrative Agent, at the Borrower’s cost and expense, such other customary certificates and opinions of the type delivered on the Effective Date pursuant to Section 3.01(d), to the extent reasonably required by the Administrative Agent in connection therewith. (iii) A Guarantor, upon delivery of written notice to the Administrative Agent by a Responsible Officer of the Borrower certifying that, after giving effect to any substantially concurrent transactions, including any repayment of Debt, release of a guaranty or any sale or 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 the Indenture, this Supplemental Indenturedisposition, the Securities Guarantee Requirements no longer apply to such Person, shall be automatically released from its obligations (including its Guaranty) hereunder without further required action by any Person. The Administrative Agent, at the Borrower’s expense, shall execute and deliver to the Borrower or the applicable Guarantor any other agreement; (d) documents or instruments as the Borrower or such Guarantor may reasonably request to evidence 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 10.06 of the Indenture, any change in the ownership of the Subsidiary Guarantor. The Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section 8.01(b), 10.02 and 10.06 of the Indenture, the obligations of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the 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 or to any extent vary the risk of the Subsidiary Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantor as a matter of law or equity. The Subsidiary 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 the 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 Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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. The Subsidiary Guarantor 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 of the Indenture for the purposes of the Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Supplemental Indenture. The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Guaranty.

Guaranties. The Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities or other Subordinated Securities Obligations when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed “Obligations"”). The Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will shall remain bound under this Supplemental Indenture Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. The 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. The Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, 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 Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture11.06, any change in the ownership of the such Subsidiary Guarantor. The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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 Guaranty is, to the extent and in the manner set forth in Article 12, 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 Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Section Sections 8.01(b), 10.02 11.02 and 10.06 of the Indenture11.06, the obligations of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity. The Each Subsidiary 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 the 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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 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. The Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all Obligations and all obligations to which the Obligations are subordinated as provided in Article 12. 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 Obligations Guaranteed Obligations hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of the such Subsidiary Guarantor's ’s Subsidiary Guaranty 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 of the Indenture6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection. The Each Subsidiary Guarantor shall have the right to seek contribution from any non-paying Subsidiary Guarantor in an amount equal to such non-paying Subsidiary Guarantor’s pro rata portion of such payment based on the respective net assets of all of the Subsidiary Guarantors at the time of such payment as determined in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guaranty. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Each Wholly Owned Subsidiary Guarantor of LGII organized under the laws of any state or commonwealth of the United States (other than Loe▇▇▇ ▇▇fe Insurance Group Inc., a Delaware corporation, Rosehills Holding Corp., a Delaware corporation, and any Subsidiary of the foregoing) hereby unconditionally and irrevocably guaranteesguarantees (in such capacity, a "SUBSIDIARY GUARANTOR"), jointly and severally with the other Subsidiary Guarantorsseverally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of of, premium, if any, and interest on the Securities Two-Year Notes when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company LGII under the this Indenture and the Securities Two-Year Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company LGII under the this Indenture and the Securities Two-Year Notes (all the foregoing being hereinafter collectively called the "Guaranteed ObligationsOBLIGATIONS"). The Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article 12 notwithstanding any extension or renewal of any Guaranteed Obligation. The Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company LGII of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Each Subsidiary Guarantor waives notice of any default under the Securities Two-Year Notes or the Guaranteed Obligations. The obligations of the 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 LGII or any other Person under the Indenture, this Supplemental Indenture, the Securities Two-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 the Indenture, this Supplemental Indenture, the Securities Two-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 Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture, any change in the ownership of the Subsidiary Guarantor. The Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section 8.01(b), 10.02 and 10.06 of the Indenture, the obligations of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the 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 or to any extent vary the risk of the Subsidiary Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantor as a matter of law or equity. The Subsidiary 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 the 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 Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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. The Subsidiary Guarantor 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 of the Indenture for the purposes of the Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Supplemental Indenture. The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2.the

Guaranties. The Subject to this Section 2, each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, to each Holder the Administrative Agent and to the Trustee and its successors and assigns (a) each Lender the full and punctual payment of principal of and interest on the Securities when due, (whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, ) and all other monetary obligations performance of the Company under the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations Obligations of the Company under the Indenture and the Securities Borrowers (all the foregoing being hereinafter collectively called the "“Guaranteed Obligations"”). The Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Section 2 notwithstanding any extension or renewal of any Guaranteed Obligation. The Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company Borrowers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Each Subsidiary Guarantor waives notice of any default under the Securities Credit Documents or the Guaranteed Obligations. The obligations of the each Subsidiary Guarantor hereunder shall not be affected by (a1) 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 Borrowers or any other Person (including any Subsidiary Guarantor) under the Indenture, this Supplemental IndentureGuaranty, the Securities other Credit Documents 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, this Supplemental IndentureGuaranty, the Securities other Credit Documents or any other agreement; (d4) 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; (e5) the failure of the Administrative Agent or any Holder or the Trustee Lender to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 10.06 of the Indenture2.5, any change in the ownership of the such Subsidiary Guarantor. The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty guaranty 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 the Administrative Agent or any Holder or the Trustee Lender to any security held for payment of the Guaranteed Obligations. Each Subsidiary Guarantor’s guaranty hereunder is, to the extent and in the manner set forth in Section 3, 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 Designated Senior Debt of the Subsidiary Guarantor giving such guaranty and each such guaranty is made subject to such provisions of this Guaranty. Except as expressly set forth in Section 8.01(b), 10.02 Sections 2.2 and 10.06 of the Indenture2.5, the obligations of the 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 the each Subsidiary Guarantor herein 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 the Indenture, this Supplemental IndentureGuaranty, the Securities Credit Documents or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity. The Each Subsidiary Guarantor further agrees that its Guarantee guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by the Administrative Agent or any Holder or the Trustee Lender upon the bankruptcy or reorganization of the Company Borrowers or otherwise. In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Holder or the Trustee Lender has at law or in equity against the any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Borrowers to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the TrusteeAdministrative Agent, forthwith pay, or cause to be paid, in cash, to the Holders or Administrative Agent for the Trustee benefit of the Lenders an amount equal to the sum of of (1A) the unpaid amount of such Guaranteed Obligations, and (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary ). Each Subsidiary Guarantor shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash or Cash Equivalents of all Guaranteed Obligations and all obligations to which the Company to the Holders and the TrusteeGuaranteed Obligations are subordinated as provided in Section 3. The Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders Administrative Agent and the TrusteeLenders, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 Section 8.02 of the Indenture Credit Agreement for the purposes of the such Subsidiary Guarantor's Subsidiary Guaranty ’s guaranty 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 Section 8.02 of the IndentureCredit Agreement, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection. The Each Subsidiary Guarantor also agrees to shall pay any and all costs and expenses (including reasonable attorneys' ’ fees) incurred by the Trustee or any Holder Administrative Agent in enforcing any rights under this Section 2Section.

Guaranties. The Subsidiary Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Subsidiary Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary such Guarantor and that the Subsidiary such Guarantor will remain bound under this Supplemental Indenture Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. The Subsidiary 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. The Subsidiary Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Subsidiary each Guarantor hereunder 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 the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, 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 Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture10.06, any change in the ownership of the Subsidiary such Guarantor. The Subsidiary Each Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section Sections 8.01(b), 10.02 and 10.06 of the Indenture10.06, the obligations of the Subsidiary each Guarantor hereunder 101 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 the Subsidiary 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary such Guarantor or would otherwise operate as a discharge of the Subsidiary such Guarantor as a matter of law or equity. The Subsidiary 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 UCAR International or 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 the Subsidiary 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Subsidiary 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 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. The Subsidiary Each Guarantor 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 of the Indenture for the purposes of the Subsidiary such Guarantor's Subsidiary Guaranty 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 of the Indenture6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary such Guarantor for the purposes of this Supplemental IndentureSection. The Subsidiary Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of of, premium, if any, and interest on the Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. The 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. The Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, 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 Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture, any change in the ownership of the such Subsidiary Guarantor. The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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 Guaranty is, to the extent and in the manner set forth in Article 12, 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 Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Section 8.01(b)Sections 8.2, 10.02 11.2 and 10.06 of the Indenture11.6, the obligations of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the 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 or to any extent vary the risk of the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity. The Each Subsidiary Guarantor further agrees that its Guarantee Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of 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 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 the any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of of, premium, if any, or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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 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. The 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. 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 hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of the such Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection. The Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Each Restricted Subsidiary which is ---------- required to become, or becomes, a Subsidiary Guarantor hereby pursuant to Section 4.13, as primary obligor and not merely as surety, shall unconditionally and irrevocably guaranteesGuarantee, jointly and severally with the other Subsidiary Guarantorsseverally, on an unsecured senior subordinated basis, to each Holder and to the Trustee and its successors their respective successors, transferees and assigns (a) assigns, the full performance and punctual payment of principal of and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption acceleration or otherwise, and of all other monetary obligations of the Company under the this Indenture and the Securities and (b) Notes, whether for payment of principal of, or interest or liquidated damages, if any, on, the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities Notes, expenses, indemnification or otherwise (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Each Subsidiary ----------------------- Guarantor shall further agrees that agree that, once incurred, the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. The Each Subsidiary Guarantor waives shall 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. The Each Subsidiary Guarantor waives shall waive notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of the each such future 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 the Indenture, this Supplemental Indenture, the Securities 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 the Indenture, this Supplemental Indenture, the Securities 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; Obligations or (f) except as set forth in Section 10.06 of the Indenture, any change in the ownership of the - such Subsidiary Guarantor. The Each Subsidiary Guarantor shall further agrees agree that its Subsidiary Guaranty herein constitutes will constitute a guarantee Guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives shall 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 Subsidiary Guaranty shall, to the extent and in the manner set forth in Article 12, be subordinated and subject in right of payment to the prior payment in full in cash of all Senior Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty, and each Subsidiary Guaranty shall be made subject to such provisions of this Indenture. Except as expressly set forth in Section Sections 8.01(b), 10.02 11.02 and 10.06 of the Indenture11.06, the obligations of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity. The Each Subsidiary Guarantor shall further agrees agree that its Guarantee herein pursuant to this Article 11 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 of, or interest on or liquidated damages, if any, 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 may have at law or in equity against the any Subsidiary Guarantor by virtue hereof, each Subsidiary Guarantor shall promise that, upon the failure of the Company to pay the principal of of, or interest on or liquidated damages, if any, on, any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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 of (1i) the unpaid amount of such Guaranteed Obligations, - (2ii) accrued and unpaid interest and liquidated damages, if any, 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. The Each Subsidiary Guarantor agrees shall agree that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations 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. Each Subsidiary Guarantor shall further agree that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xa) the maturity Stated Maturity of - the Guaranteed Obligations may be accelerated as provided in Article 6 of the Indenture for the purposes of the such Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the 's 01. Each Subsidiary Guarantor for shall also agree to pay, in addition to the purposes of this Supplemental Indenture. The Subsidiary Guarantor also agrees to pay amounts stated above, any and all costs and expenses (including reasonable attorneys' counsel fees, expenses, disbursements and advances) incurred by the Trustee or any Holder in enforcing any rights obligations of such Subsidiary Guarantor under this Section 2the applicable Subsidiary Guaranty.

Guaranties. The Subject to this Article 10, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities and (b) the full and punctual performance in accordance with the terms hereof within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. The 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. The Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, 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 Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture, any change in the ownership of the such Subsidiary GuarantorGuarantor (other than pursuant to Section 10.07). The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section 8.01(b), 10.02 ) and 10.06 of the Indenturein Section 10.07, the obligations of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity. The Each Subsidiary Guarantor further agrees that its Guarantee Subsidiary Guaranty herein shall continue to be effective or be reinstatedreinstated (except to the extent released pursuant to Section 10.07), 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 the 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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 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. The Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. 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 guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of the such Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection. The Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Parent and each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture, the Indenture Securities and the Securities Security Documents (all the foregoing being hereinafter collectively called the "“Guaranteed Obligations"”). The Parent and each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Parent or such Subsidiary Guarantor and that the Parent or such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. The Parent and 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. The Parent and each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent 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 Parent or any Subsidiary Guarantor) under the Indenture, this Supplemental Indenture, the 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 the Indenture, this Supplemental Indenture, the 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 10.06 of the Indenture11.06, any change in the ownership of the a Subsidiary Guarantor. The Parent and each Subsidiary Guarantor further agrees that its Parent Guaranty or Subsidiary Guaranty 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. Except as expressly set forth in Section Sections 8.01(b), 10.02 11.02 and 10.06 of the Indenture11.06, the obligations of the Parent 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 the Parent 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Parent or such Subsidiary Guarantor or would otherwise operate as a discharge of the Parent or such Subsidiary Guarantor as a matter of law or equity. The Parent and each Subsidiary 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 the Parent 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Parent 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 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. The Each of Parent and the Subsidiary Guarantor Guarantors agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all Obligations. Each of Parent and the Subsidiary Guarantors 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 of the Indenture for the purposes of the Parent’s Parent Guaranty or such Subsidiary Guarantor's ’s Subsidiary Guaranty 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 of the Indenture6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Parent or such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection. The Parent and each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' ’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Subsidiary Guarantor hereby unconditionally and irrevocably guarantees[, jointly and severally with the other Subsidiary Guarantors], 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 Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed “Obligations"”). The Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary Guarantor and that the Subsidiary Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. The 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. The Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, 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 Guaranteed Obligations; or (f) except as set forth in Section 10.06 7 of the this Supplemental Indenture, any change in the ownership of the Subsidiary Guarantor. The Subsidiary Guarantor further agrees that its Subsidiary Guaranty guaranty 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. Except as expressly set forth in Section 8.01(b), 10.02 and 10.06 of the Indenture and Sections 3 and 7 of this Supplemental Indenture, the obligations of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the 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 or to any extent vary the risk of the Subsidiary Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantor as a matter of law or equity. The Subsidiary Guarantor further agrees that its Guarantee guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any 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 the 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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 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. The Subsidiary Guarantor 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 VI of the Indenture for the purposes of the Subsidiary Guarantor's Subsidiary Guaranty ’s guaranty 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 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Supplemental Indenture. The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' ’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2.

Guaranties. The Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities (all the foregoing being hereinafter 76 collectively called the "Guaranteed Obligations"). The Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. The 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. The Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, 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 Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture, any change in the ownership of the such Subsidiary Guarantor. The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section Sections 8.01(b), 10.02 and 10.06 of the Indenture10.06, the obligations of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing 78 71 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 the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity. The Each Subsidiary 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 the 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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 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. The Each Subsidiary Guarantor 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 of the Indenture for the purposes of the such Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection. The Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Subsidiary Subject to this Article Ten, each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities Notes when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuers under the this Indenture and the Securities Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuers under the this Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the "“Guaranteed Obligations"”). The Subsidiary Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary such Guarantor and that the Subsidiary such Guarantor will remain bound under this Supplemental Indenture Article Ten notwithstanding any extension or renewal of any Guaranteed Obligation. The Subsidiary Subject to Section 6.06 hereof, each Guarantor waives waives, to the extent permitted by applicable law, (i) presentation to, demand of, payment from and protest to the Company Issuers of any of the Guaranteed Obligations and also waives Obligations, (ii) notice of protest for nonpayment. The Subsidiary Guarantor waives nonpayment and (iii) notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of the Subsidiary 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 Issuers or any other Person (including any Guarantor) under the Indenture, this Supplemental Indenture, the Securities 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, this Supplemental Indenture, the Securities 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 10.06 of the Indenture10.06, any change in the ownership of the Subsidiary such Guarantor. The Subsidiary Each Guarantor further agrees that its Subsidiary Guaranty 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 Subordinated Subsidiary Guaranty is, to the extent and in the manner set forth in Article Eleven, 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 Designated Senior Debt of the Subordinated Subsidiary Guarantor giving such Subordinated Subsidiary Guaranty and each Subordinated Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Section 8.01(bSections 8.01(B), 10.02 and 10.06 of the Indenture10.06, the obligations of the Subsidiary 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 the Subsidiary 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 the Indenture, this Supplemental Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary such Guarantor or would otherwise operate as a discharge of the Subsidiary such Guarantor as a matter of law or equity. The Subsidiary 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 Issuers 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 the Subsidiary 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Subsidiary 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 of (1A) the unpaid amount of such Guaranteed Obligations, and (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary ). 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 in cash or Cash Equivalents of all Guaranteed Obligations and all obligations to which the Company to the Holders and the TrusteeGuaranteed Obligations are subordinated as provided in Article Eleven. The Subsidiary 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 of the Indenture Six for the purposes of the Subsidiary such Guarantor's Subsidiary ’s Guaranty 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 of the IndentureSix, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary such Guarantor for the purposes of this Supplemental IndentureSection. The Subsidiary Each Guarantor also agrees to shall pay any and all costs and expenses (including reasonable attorneys' ’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Subsidiary New Guarantor hereby unconditionally and irrevocably guarantees, ----------- jointly and severally with the other Subsidiary Guarantorsseverally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Subsidiary New Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary New Guarantor and that the Subsidiary New Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. The Subsidiary New 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. The Subsidiary New Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Subsidiary New 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 the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, 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 Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture, any change in the ownership of the Subsidiary New Guarantor. The Subsidiary New Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section 8.01(b)Sections 803, 10.02 1017, 1019, 1202 and 10.06 1203 of the Indenture, the obligations of the Subsidiary New 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 the Subsidiary New 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 Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary New Guarantor or would otherwise operate as a discharge of the Subsidiary New Guarantor as a matter of law or equity. The Subsidiary New 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 (premium, if any) 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 the Subsidiary New 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 Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Subsidiary New 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 of (1i) 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. The Subsidiary Guarantor 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 of the Indenture for the purposes of the Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Supplemental Indenture. The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2.,

Guaranties. The Subject to this Article Eleven and Article Twelve, each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities Notes when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the "“Guaranteed Obligations"”). The Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article Eleven notwithstanding any extension or renewal of any Guaranteed Obligation. The Each Subsidiary Guarantor waives waives, to the fullest extent permitted by law, 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. The Each Subsidiary Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of the each Subsidiary Guarantor hereunder shall not be affected affected, to the fullest extent permitted by law, 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 the Indenture, this Supplemental Indenture, the Securities 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, this Supplemental Indenture, the Securities 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 10.06 of the Indenture11.06, any change in the ownership of the such Subsidiary Guarantor. The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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 Guaranty is, to the extent and in the manner set forth in Article Twelve, 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 Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Section Sections 8.01(b), 10.02 11.02 and 10.06 of 11.06, to the Indenturefullest extent permitted by law, the obligations of the 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, to the fullest extent permitted by law, the obligations of the 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 the Indenture, this Supplemental Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity. The Each Subsidiary 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 the 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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 of (1A) the unpaid amount of such Guaranteed Obligations, and (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary ). Each Subsidiary Guarantor shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash or Cash Equivalents of all Guaranteed Obligations and all obligations to which the Company to the Holders and the TrusteeGuaranteed Obligations are subordinated as provided in Article Twelve. The 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 of the Indenture Six for the purposes of the such Subsidiary Guarantor's ’s Subsidiary Guaranty 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 of the IndentureSix, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection. The Each Subsidiary Guarantor also agrees to shall pay any and all costs and expenses (including reasonable attorneys' ’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Subsidiary Guarantor hereby unconditionally Purchaser and irrevocably guarantees, jointly the Seller shall each use their respective commercially reasonable efforts (both before and severally with after the other Subsidiary Guarantors, Closing) to each Holder and to the Trustee and its successors and assigns (a) obtain in the full and punctual payment case of principal of and interest any Contract underlying a guaranty listed on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations Section 6.14 of the Company Seller Disclosure Letter, an amendment to the Contract underlying such guaranty so that the Seller is no longer required to provide a guaranty under the Indenture and the Securities such Contract and (b) in the case of each of the guaranties set forth on Section 6.14 of the Seller Disclosure Letter (each, a “Seller Guaranty”) either, (i) obtain a full and punctual performance within applicable grace periods unconditional release of all other of the obligations of the Company Seller under such Seller Guaranty, in a form reasonably satisfactory to the Indenture and the Securities Seller, as applicable or (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Subsidiary Guarantor further agrees ii) obtain a substitute guaranty (or other accommodation) so that the Guaranteed Obligations may be extended Purchaser or renewed, other acceptable party is substituted in whole place of the Seller or in part, without notice to or further assent from the Subsidiary Guarantor and that the Subsidiary Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. The Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of its affiliates, as appropriate, of all of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Subsidiary Guarantor hereunder Seller under such Seller Guaranty such that the Seller may terminate such Seller Guaranty upon notice, without further obligation to or by the Seller. In addition, (A) the Purchaser shall defend, indemnify and hold harmless each of the Seller and its affiliates (other than the Company) and their respective Representatives from and against any and all losses, liabilities, damages, obligations, payments, costs, Taxes and expenses (including the costs and expenses of any and all actions, suits, proceedings, assessments, judgments, settlements and compromises relating thereto and reasonable attorneys’ fees and reasonable disbursements in connection therewith) incurred by the Seller or any of such affiliates or their respective Representatives arising out of or relating to such Seller Guaranty from and after the Closing and upon written notice from the Seller, provide any additional security reasonably requested by the Seller, (including, a letter of credit or guaranty by a third party reasonably acceptable to the Seller) and (B) the Purchaser 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 permit the Company or any of its affiliates to (x) renew or extend the term of, (y) increase the obligations under or (z) transfer to another third party, any loan, lease, contract or other Person under obligation for which the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations Seller or any of them; its affiliates (eother than the Company) is or would reasonably be expected to be liable under such Seller Guaranty. To the failure extent that the Seller or any of its affiliates (other than the Company) has performance obligations under any Holder or Seller Guaranty after the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture, any change in the ownership of the Subsidiary Guarantor. The Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section 8.01(b), 10.02 and 10.06 of the IndentureClosing, the obligations of the Subsidiary Guarantor hereunder Purchaser 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the 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 or to any extent vary the risk of the Subsidiary Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantor as a matter of law or equity. The Subsidiary 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 the 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 Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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) perform such obligations on behalf of the unpaid amount of Seller or such Guaranteed Obligations, affiliates or (2) accrued and unpaid interest on otherwise take such Guaranteed Obligations (but only action as reasonably requested by the Seller so as to put the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of Seller or such affiliates in the Company to same position as if the Holders and the Trustee. The Subsidiary Guarantor agrees that, as between it, on the one handPurchaser, and not the Holders and the TrusteeSeller or such affiliates, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 of the Indenture for the purposes of the Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction had performed or other prohibition preventing was performing 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 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Supplemental Indenture. The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2obligations.

Guaranties. The Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities 67/8% Notes when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities 67/8% Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities 67/8% Notes (all the foregoing being hereinafter collectively called the "Guaranteed “Guarantied Obligations"”). The Each Subsidiary Guarantor further agrees that the Guaranteed Guarantied Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article Fifteen notwithstanding any extension or renewal of any Guaranteed Guarantied Obligation. The Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Guarantied Obligations and also waives notice of protest for nonpayment. The Each Subsidiary Guarantor waives notice of any default under the Securities 67/8% Notes or the Guaranteed Guarantied Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, the Securities 67/8% 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 the Indenture, this Supplemental Indenture, the Securities 67/8% Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Guarantied 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 Guarantied Obligations; or (f) except as set forth in Section 10.06 of the Indenture1506, any change in the ownership of the such Subsidiary Guarantor. The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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 Guarantied Obligations. Each Subsidiary Guaranty is, to the extent and in the manner set forth in Article Sixteen, 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 Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Section 8.01(b), 10.02 Sections 1502 and 10.06 of the Indenture1506, the obligations of the 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 Guarantied Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the 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 the Indenture, this Supplemental Indenture, the Securities 67/8% Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity, except for the payment in full of the Guarantied Obligations. The Each Subsidiary Guarantor further agrees that its Guarantee Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Guarantied 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 the any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Guarantied Obligation when and as the same shall become due, whether at Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Guarantied Obligation, the 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 of (1) the unpaid amount of such Guaranteed Guarantied Obligations, (2) accrued and unpaid interest on such Guaranteed Guarantied Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Guarantied Obligations of the Company to the Holders and the Trustee. The Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guarantied Obligations until payment in full of all Guarantied Obligations and all obligations to which the Guarantied Obligations are subordinated as provided in Article Sixteen. 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 Guarantied Obligations may be accelerated as provided in Article 6 of the Indenture Five for the purposes of the such Subsidiary Guarantor's ’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Guarantied Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Guarantied Obligations as provided in Article 6 of the IndentureFive, such Guaranteed Guarantied Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection. The Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Each Subsidiary Guarantor hereby ---------- unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. The 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. The Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, 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 Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture, any change in the ownership of the such Subsidiary Guarantor. The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section 8.01(b), 10.02 Sections 4.08 and 10.06 8.01 and in the definition of the Indenture"Unrestricted Subsidiary", the obligations of the 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 Obligations of the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the 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 or to any extent vary the risk of the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity. The Each Subsidiary 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 the any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when 77 and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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 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. The Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all Obligations. 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 Obligations Guaranteed Obligations hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of the such Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection. The Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Subsidiary Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, on a senior subordinated basis, 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 Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Indenture Obligations"). The Subsidiary Each Guarantor further agrees that the Guaranteed Indenture Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary such Guarantor and that the Subsidiary such Guarantor will remain bound under this Supplemental Indenture Article 11 notwithstanding any extension or renewal of any Guaranteed Indenture Obligation. The Subsidiary Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Indenture Obligations and also waives notice of protest for nonpayment. The Subsidiary Each Guarantor waives notice of any default under the Securities or the Guaranteed Indenture Obligations. The obligations of the Subsidiary 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 57 against the Company or any other Person under the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Indenture 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 Indenture Obligations; or (f) except as set forth in Section 10.06 of the Indenture, any change in the ownership of the Subsidiary such Guarantor. The Subsidiary Each Guarantor further agrees that its Subsidiary Guaranty 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 Indenture Obligations. Each Guaranty is, to the extent and in the manner set forth in Article 13, subordinated and subject in right of payment to the prior payment in full in cash of all Obligations with respect to all Senior Indebtedness of the Guarantor giving such Guaranty and each Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Section 8.01(b)Sections 9.01, 10.02 12.02 and 10.06 of the Indenture12.06, the obligations of the Subsidiary 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 Indenture Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary such Guarantor or would otherwise operate as a discharge of the Subsidiary such Guarantor as a matter of law or equity. The Subsidiary 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 Indenture 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 the Subsidiary any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Indenture Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Indenture Obligation, the Subsidiary 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 of (1) the unpaid amount of such Guaranteed Indenture Obligations, (2) accrued and unpaid interest on such Guaranteed Indenture Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Indenture Obligations of the Company to the Holders and the Trustee. The Subsidiary Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Indenture Obligations guaranteed hereby until payment in full of all Indenture Obligations and all obligations to which the Indenture Obligations are subordinated as provided in Article 13. 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 Indenture Obligations Guaranteed Obligations hereby may be accelerated as provided in Article 6 of the Indenture 7 for the purposes of the Subsidiary such Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsIndenture Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations obligations as provided in Article 6 of the Indenture7, such Guaranteed Indenture Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary such Guarantor for the purposes of this Supplemental IndentureSection. The Subsidiary Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Subsidiary Each STFC Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal or Accreted Value of and interest on the Securities Notes when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Subsidiary Each STFC Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary such STFC Guarantor and that the Subsidiary such STFC Guarantor will remain bound under this Supplemental Indenture ArticleE11 notwithstanding any extension or renewal of any Guaranteed Obligation. The Subsidiary Each STFC 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. The Subsidiary Each STFC Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of the Subsidiary each STFC 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 the Indenture, this Supplemental Indenture, the Securities 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 the Indenture, this Supplemental Indenture, the Securities 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 in Section 10.06 of the Indenture, any change in the ownership of the Subsidiary such STFC Guarantor. The Subsidiary Each STFC Guarantor further agrees that its Subsidiary Guaranty 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 Guaranty is, to the extent and in the manner set forth in ArticleE12, 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 Indebtedness of the STFC Guarantor giving such Guaranty and each Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Section 8.01(bSectionsE8.01(b), 10.02 11.02 and 10.06 of the Indenture11.06, the obligations of the Subsidiary each STFC 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 the Subsidiary each STFC 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 Indenture, this Supplemental Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary such STFC Guarantor or would otherwise operate as a discharge of the Subsidiary such STFC Guarantor as a matter of law or equity. The Subsidiary Each STFC 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 or Accreted Value 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 the Subsidiary any STFC Guarantor by virtue hereof, upon the failure of the Company to pay the principal or Accreted Value of or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Subsidiary each STFC 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 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. The Subsidiary Each STFC Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all Obligations and all obligations to which the Obligations are subordinated as provided in ArticleE12. Each STFC 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 of the Indenture for the purposes of the Subsidiary such STFC Guarantor's Subsidiary Guaranty 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 of the IndentureArticleE6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary such STFC Guarantor for the purposes of this Supplemental IndentureSection. The Subsidiary Each STFC Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Subsidiary Guarantor hereby unconditionally Each of the Loan Parties shall not, and irrevocably guaranteesshall not permit any of its Subsidiaries to, jointly and severally at any time, directly or indirectly, become or be liable in respect of any Guaranty, or assume, guarantee, become surety for, endorse or otherwise agree, become or remain directly or contingently liable upon or with the respect to any obligation or liability of any other Subsidiary GuarantorsPerson, to each Holder and to the Trustee and its successors and assigns except for (a) the full and punctual payment Guaranties of principal of and interest on the Securities when dueIndebtedness permitted pursuant to Section 7.2.1, whether at Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (b) Guaranties by the full and punctual performance within applicable grace periods of all other obligations Borrower of the Company under the Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary Guarantor and that the Subsidiary Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. The Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company obligations of any of the Guaranteed Obligations and also waives notice of protest for nonpaymentBorrower’s Subsidiaries under an operating lease entered into by such Subsidiary. 3. The Subsidiary Guarantor waives notice provisions of any default under the Securities or the Guaranteed Obligations. The obligations Section 2 of the Subsidiary Guarantor hereunder this Fourth Amendment shall not be affected by become effective until the Agent has received the following items, each in form and substance acceptable to the Agent and its counsel: (a) this Fourth Amendment, duly executed by each of the failure Loan Parties and each 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 Indenture, this Supplemental Indenture, the Securities or any other agreement or otherwiseRequired Banks; and (b) such other documents as may be reasonably requested by the Agent. 4. Each Loan Party hereby reconfirms and reaffirms all representations and warranties, agreements and covenants made by it pursuant to the terms and conditions of the Credit Agreement, except as such representations and warranties, agreements and covenants may have heretofore been amended, modified or waived in writing in accordance with the Credit Agreement. 5. Each Loan Party acknowledges and agrees that each and every document, instrument or agreement, which at any extension time has secured the Obligations including, without limitation, the Guaranty Agreements, hereby continues to secure the Obligations. 6. Each Loan Party hereby represents and warrants to the Banks and the Agent that (i) such Loan Party has the legal power and authority to execute and deliver this Fourth Amendment, (ii) the officers of such Loan Party executing this Fourth Amendment have been duly authorized to execute and deliver the same and bind such Loan Party with respect to the provisions hereof, (iii) the execution and delivery hereof by such Loan Party and the performance and observance by such Loan Party of the provisions hereof and of the Credit Agreement and all documents executed or renewal to be executed therewith, do not violate or conflict with the organizational agreements of such Loan Party or any Law applicable to such Loan Party or result in a breach of any thereof; (c) any rescission, waiver, amendment provision of or modification of any of the terms or provisions of the Indenture, this Supplemental Indenture, 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 Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture, any change in the ownership of the Subsidiary Guarantor. The Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes constitute 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. Except as expressly set forth in Section 8.01(b), 10.02 and 10.06 of the Indenture, the obligations of the 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 the 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 default under the Indenture, this Supplemental Indenture, the Securities or any other agreement, instrument or document binding upon or enforceable against such Loan Party, and (iv) this Fourth Amendment, the Credit Agreement and the documents executed or to be executed by such Loan Party in connection herewith or therewith constitute valid and binding obligations of such Loan Party in every respect, enforceable in accordance with their respective terms. 7. Each Loan Party represents and warrants that (i) no Event of Default exists under the Credit Agreement, nor will any waiver occur as a result of the execution and delivery of this Fourth Amendment or modification the performance or observance of any thereofprovision hereof, by any default, failure or delay, wilful or otherwise, in (ii) the performance schedules attached to and made a part of the Guaranteed ObligationsCredit Agreement, or by any other act or thing or omission or delay as updated and provided to do any other act or thing which may or might the Agent on a quarterly basis, are true and correct in any manner or to any extent vary the risk all material respects as of the Subsidiary Guarantor date hereof, and (iii) it presently has no known claims or would otherwise operate as a discharge of the Subsidiary Guarantor as a matter of law or equity. The Subsidiary 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 actions of any other right which any Holder or the Trustee has kind at law Law or in equity against the Subsidiary Guarantor by virtue hereofBanks or the Agent arising out of or in any way relating to the Loan Documents. 8. Each reference to the Credit Agreement that is made in the Credit Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Credit Agreement as amended hereby. 9. The agreements contained in this Fourth Amendment are limited to the specific agreements made herein. Except as amended hereby, upon the failure all of the Company terms and conditions of the Credit Agreement and the Loan Documents shall remain in full force and effect. This Fourth Amendment amends the Credit Agreement and is not a novation thereof. 10. This Fourth Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to pay be an original, but all such counterparts shall constitute but one and the principal same instrument. 11. This Fourth Amendment shall be governed by, and shall be construed and enforced in accordance with, the Laws of the Commonwealth of Pennsylvania without regard to the principles of the conflicts of law thereof. Each Loan Party hereby consents to the jurisdiction and venue of the Court of Common Pleas of Allegheny County, Pennsylvania and the United States District Court for the Western District of Pennsylvania with respect to any suit arising out of or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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. The Subsidiary Guarantor 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 of the Indenture for the purposes of the Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of mentioning this Supplemental Indenture. The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Fourth Amendment.

Guaranties. The Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantors, to each Holder and to the Trustee and its successors and assigns (a) In order to induce the full Lenders to extend credit to the Borrowers hereunder, each of the Borrowers and each of the Guarantors hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Obligations of, in the case of a Borrower, such other Borrowers, and, in the case of the Guarantors, the Borrowers, and agrees that the due and punctual payment of principal of and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Subsidiary Guarantor further agrees that the Guaranteed such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary Guarantor it, and that the Subsidiary Guarantor it will remain bound under this Supplemental Indenture upon its guarantee hereunder notwithstanding any such extension or renewal of any Guaranteed such Obligation. The Subsidiary . (b) Each of the Borrowers and each Guarantor waives presentation presentment to, demand of, of payment from and protest to the Company any other Loan Party of any of the Guaranteed Obligations Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Subsidiary Guarantor Guarantors hereunder shall not be affected by (ai) the failure of either Administrative Agent, the Issuing Bank or any Holder or the Trustee Lender to assert any claim or demand or to enforce any right or remedy against any Loan Party under the Company or provisions of this Agreement, any other Person under the Indenture, this Supplemental Indenture, the Securities or any other agreement Loan Document or otherwise; (bii) any extension or renewal of any thereofof the Obligations; (ciii) any rescission, waiver, amendment or modification of of, or release from, any of the terms or provisions of the Indenturethis Agreement, this Supplemental Indenture, the Securities or any other Loan Document or agreement; (div) any default, failure or delay, willful or otherwise, in the release performance of any security held by any Holder or of the Trustee for the Guaranteed Obligations or any of themObligations; (ev) the failure of either Administrative Agent to take any Holder steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Obligations, if any; (vi) any change in the corporate, partnership or other existence, structure or ownership of any Loan Party or any other guarantor of any of the Obligations; (vii) the enforceability or validity of the Obligations or any part thereof or the Trustee genuineness, enforceability or validity of any agreement relating thereto or with respect to exercise any right collateral securing the Obligations or remedy any part thereof, or any other invalidity or unenforceability relating to or against any Loan Party or any other guarantor of any of the Obligations, for any reason related to this Agreement, any Swap Contract, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such Borrower or any other guarantor of the Guaranteed Obligations, of any of the Obligations or otherwise affecting any term of any of the Obligations; or (fviii) except any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of such Borrower or otherwise operate as set forth in Section 10.06 a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of such Loan Party to subrogation. (c) Each of the Indenture, any change in the ownership of the Subsidiary Guarantor. The Subsidiary Guarantor Loan Parties further agrees that its Subsidiary Guaranty herein agreement hereunder constitutes a guarantee of payment, performance and compliance payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not a guarantee merely of collection) , and waives any right to require that any resort be had by either Administrative Agent, the Issuing Bank or any Holder or the Trustee Lender to any security held for payment balance of any deposit account or credit on the Guaranteed Obligations. Except as expressly set forth in Section 8.01(b), 10.02 and 10.06 books of the Indentureeither Administrative Agent, the Issuing Bank or any Lender in favor of any Loan Party or any other Person. (d) The obligations of the Subsidiary Guarantor Loan Parties 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 setoffor set-off, counterclaim, recoupment or termination whatsoever or whatsoever, by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality any of the foregoingObligations, the obligations of the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, impossibility in the performance of the 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 or to any extent vary the risk of the Subsidiary Guarantor Obligations or would otherwise operate as a discharge otherwise, except for the prior indefeasible payment in full in cash of all the Obligations. (e) Each of the Subsidiary Guarantor as a matter of law or equity. The Subsidiary Guarantor Loan Parties further agrees that its Guarantee herein obligations hereunder 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 either Administrative Agent, the Issuing Bank or any Holder or the Trustee Lender upon the bankruptcy or reorganization of the Company any Loan Party or otherwise. In furtherance . (f) Upon payment by any of the foregoing and not in limitation Loan Parties of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantor by virtue hereofsums as provided above, upon the failure all rights of the Company to pay the principal of or interest on any Guaranteed Obligation when and Loan Parties, as the same shall become duecase may be, whether at Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with against any other Guaranteed ObligationLoan Party arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations owed by such Loan Party to the Administrative Agent, the Subsidiary Guarantor hereby promises to Issuing Bank 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 ofLenders. (1g) Nothing herein shall discharge or satisfy 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 liability of the Company to Loan Parties hereunder except the Holders full performance and the Trustee. The Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity payment in cash of the Guaranteed Obligations may be accelerated as provided in Article 6 of the Indenture for the purposes of the Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Supplemental Indenture. The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2.

Guaranties. The Subsidiary Any Guarantor hereby shall unconditionally and irrevocably guaranteesguarantee, jointly and severally with the other Subsidiary Guarantorsseverally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of (or Accreted Value, if applicable) and interest on the Securities Notes when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the "Guaranteed ObligationsGUARANTEED OBLIGATIONS"). The Subsidiary Guarantor Any Guarantors shall further agrees agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary Guarantor such Guarantors and that the Subsidiary Guarantor such Guarantors will remain bound under this Supplemental Indenture Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. The Subsidiary Any Guarantor waives shall waive presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and shall also waives waive notice of acceleration, notice of intent to accelerate and notice of protest for nonpayment. The Subsidiary Subject to Section 6.01, any Guarantor waives shall waive notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of the Subsidiary any Guarantor hereunder 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 the Indenture, this Supplemental Indenture, the Securities 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 the Indenture, this Supplemental Indenture, the Securities 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 in Section 10.06 of the Indenture11.06, any change in the ownership of the Subsidiary any such Guarantor. The Subsidiary Any Guarantor shall further agrees agree that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives shall 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. Any Guaranty shall be, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of (or Accreted Value, if applicable) and premium, if any, and interest on all Senior Indebtedness of the Guarantor giving such Guaranty and each Guaranty shall be made subject to such provisions of this Indenture. Except as expressly set forth in Section Sections 8.01(b), 10.02 11.02 and 10.06 of the Indenture11.06, the obligations of the Subsidiary any 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 the Subsidiary any 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 Indenture, this Supplemental Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary any such Guarantor or would otherwise operate as a discharge of the Subsidiary any such Guarantor as a matter of law or equity. The Subsidiary Any Guarantor shall further agrees agree that its Guarantee Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or Accreted Value, if applicable) 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 the Subsidiary any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of (or Accreted Value, if applicable) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Subsidiary any Guarantor hereby promises shall promise 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 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. The Subsidiary Any Guarantor agrees shall agree that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed under this Indenture until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Any Guarantor shall further agree 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 under this Indenture may be accelerated as provided in Article 6 of the Indenture for the purposes of the Subsidiary such Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed under this Indenture, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6 of the Indenture6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary such Guarantor for the purposes of this Supplemental IndentureSection 11.01. The Subsidiary Any Guarantor shall also agrees agree to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 211.01.

Guaranties. The Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, on a senior secured basis, 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 Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities (all the foregoing being hereinafter collectively called the "“Guaranteed Obligations"”). The Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. The 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. The Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, the 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 the Indenture, this Supplemental Indenture, the 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 10.06 of the Indenture10.06, any change in the ownership of the such Subsidiary Guarantor. The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section Sections 8.01(b), 10.02 and 10.06 of the Indenture10.06, the obligations of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity. The Each Subsidiary 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 Holder, the Trustee or the Trustee Second Lien Collateral Agent 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 the 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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 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. The Each Subsidiary Guarantor 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 of the Indenture for the purposes of the such Subsidiary Guarantor's ’s Subsidiary Guaranty 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 of the Indenture6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection 10.01. The Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' ’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 210.01.

Guaranties. The New Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantors, 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 Securities Notes when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"“GUARANTEED OBLIGATIONS”). The New Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the New Subsidiary Guarantor and that the New Subsidiary Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. The To the fullest extent permitted by law, the New 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. The To the fullest extent permitted by law, the New Subsidiary Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of the New 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 the Indenture, this Supplemental Indenture, the Securities 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 the Indenture, this Supplemental Indenture, the Securities 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 in Section 10.06 of the First Supplemental Indenture and Section 7 of this Supplemental Indenture, any change in the ownership of the New Subsidiary Guarantor. The New Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. The Subsidiary Guaranty is, to the extent and in the manner set forth in Article Eleven of the First Supplemental Indenture, 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 Indebtedness of the New Subsidiary Guarantor and the Subsidiary Guaranty is made subject to the provisions of the Indenture. Except as expressly set forth in Section 8.01(b), 13.01(b) of the Base Indenture and Sections 10.02 and 10.06 of the First Supplemental Indenture and Section 7 of this Supplemental Indenture, to the fullest extent permitted by law, the obligations of the New 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 and, to the fullest extent permitted by law, 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 the New 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 the Indenture, this Supplemental Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the 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 or to any extent vary the risk of the New Subsidiary Guarantor or would otherwise operate as a discharge of the New Subsidiary Guarantor as a matter of law or equity. The New Subsidiary 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 the New 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the New 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 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. The New 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 Eleven of the First Supplemental Indenture. The New Subsidiary Guarantor 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 5 of the Base Indenture, as amended by Article Five of the First Supplemental Indenture for the purposes of the New Subsidiary Guarantor's ’s Subsidiary Guaranty 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 5 of the Base Indenture, as amended by Article Five of the First Supplemental Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the New Subsidiary Guarantor for the purposes of this Supplemental Indenture. The New Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' ’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2.

Guaranties. The Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, to each Holder Lender and to the Trustee Administrative Agent and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities Loans when due, whether at Stated Maturitymaturity, by acceleration, by redemption mandatory prepayment or otherwise, and all other monetary obligations of the Company Borrower under the Indenture this Agreement and the Securities other Bridge Loan Documents (other than the Exchange Notes and the Exchange Note Indenture) and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Borrower under the Indenture this Agreement and the Securities such other Bridge Loan Documents (all the foregoing being hereinafter collectively called the "“Guaranteed Obligations"”). The Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article X notwithstanding any extension or renewal of any Guaranteed Obligation. The Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company Borrower of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Each Subsidiary Guarantor waives notice of any default under the Securities or on the Guaranteed Obligations. The obligations of the each Subsidiary Guarantor hereunder shall not be affected by (a1) the failure of any Holder Lender or the Trustee Administrative Agent to assert any claim or demand or to enforce any right or remedy against the Company Borrower or any other Person (including any Subsidiary Guarantor) under the Indenture, this Supplemental IndentureAgreement, the Securities other Bridge Loan Documents 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, this Supplemental IndentureAgreement, the Securities other Bridge Loan Documents or any other agreement; (d4) the release of any security held by any Holder Lender or the Trustee Administrative Agent for the Guaranteed Obligations or any of them; (e5) the failure of any Holder Lender or the Trustee Administrative Agent to exercise any right or remedy against any other guarantor Guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 10.06 of the Indenture10.06, any change in the ownership of the such Subsidiary Guarantor. The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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 Lender or the Trustee Administrative Agent to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Section 8.01(b), Sections 10.02 and 10.06 of the Indenture10.06, the obligations of the 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 the each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder Lender or the Trustee Administrative Agent to assert any claim or demand or to enforce any remedy under the Indenture, this Supplemental IndentureAgreement, the Securities other Bridge Loan Documents or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the 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 or to any extent vary the risk of the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity. The Each Subsidiary Guarantor further agrees that its Guarantee Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder Lender or the Trustee Administrative Agent upon the bankruptcy or reorganization of the Company Borrower or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder Lender or the Trustee Administrative Agent has at law or in equity against the any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Borrower to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption mandatory prepayment or otherwise, or to perform or comply with any other Guaranteed Obligation, the each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the TrusteeAdministrative Agent, forthwith pay, or cause to be paid, in cash, to the Holders Lenders or the Trustee Administrative Agent an amount equal to the sum of 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 Borrower to the Holders Lenders and the TrusteeAdministrative Agent. The Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders Lenders and the TrusteeAdministrative Agent, on the other hand, (xi) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 of the Indenture VII for the purposes of the such Subsidiary Guarantor's ’s Subsidiary Guaranty 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 of the IndentureVII, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection. The Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' ’ fees) incurred by the Trustee Administrative Agent or any Holder Lender in enforcing any rights under this Section 2Section.

Guaranties. The Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantors, to each Holder and to the Trustee and its successors and assigns (a) In order to induce the full Lenders to extend credit to the Borrowers hereunder, each of the Borrowers and each of the Guarantors hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Obligations of, in the case of a Borrower, such other Borrowers, and, in the case of the Guarantors, the Borrowers, and agrees that the due and punctual payment of principal of and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Subsidiary Guarantor further agrees that the Guaranteed such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary Guarantor it, and that the Subsidiary Guarantor it will remain bound under this Supplemental Indenture upon its guarantee hereunder notwithstanding any such extension or renewal of any Guaranteed such Obligation. The Subsidiary . (b) Each of the Borrowers and each Guarantor waives presentation presentment to, demand of, of payment from and protest to the Company any other Loan Party of any of the Guaranteed Obligations Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Subsidiary Guarantor Guarantors hereunder shall not be affected by (ai) the failure of either Administrative Agent, the Issuing Bank or any Holder or the Trustee Lender to assert any claim or demand or to enforce any right or remedy against any Loan Party under the Company or provisions of this Agreement, any other Person under the Indenture, this Supplemental Indenture, the Securities or any other agreement Loan Document or otherwise; (bii) any extension or renewal of any thereofof the Obligations; (ciii) any rescission, waiver, amendment or modification of of, or release from, any of the terms or provisions of the Indenturethis Agreement, this Supplemental Indenture, the Securities or any other Loan Document or agreement; (div) 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 10.06 of the Indenture, any change in the ownership of the Subsidiary Guarantor. The Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section 8.01(b), 10.02 and 10.06 of the Indenture, the obligations of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of any of the Guaranteed Obligations; (v) the failure of either Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Obligations, if any; (vi) any change in the corporate, partnership or by other existence, structure or ownership of any Loan Party or any other act guarantor of any of the Obligations; (vii) the enforceability or thing validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Obligations or any part thereof, or any other invalidity or unenforceability relating to or against any Loan Party or any other guarantor of any of the Obligations, for any reason related to this Agreement, any Swap Contract, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such Borrower or any other guarantor of the Obligations, of any of the Obligations or otherwise affecting any term of any of the Obligations; or (viii) any other act, 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 the Subsidiary Guarantor such Borrower or would otherwise operate as a discharge of the Subsidiary Guarantor a guarantor as a matter of law or equity. The Subsidiary Guarantor equity or which would impair or eliminate any right of such Loan Party to subrogation. (c) Each of the Loan Parties 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, agreement hereunder constitutes a guarantee 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 the Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation payment when and as the same shall become due, whether at Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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. The Subsidiary Guarantor 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 of the Indenture for the purposes of the Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture, such Guaranteed Obligations due (whether or not due any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and payable) shall forthwith become due not merely of collection, and payable waives any right to require that any resort be had by the Subsidiary Guarantor for the purposes of this Supplemental Indenture. The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2.either Administrative Agent, the

Guaranties. The Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. The 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. The Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, 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 Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture, any change in the ownership of the such Subsidiary Guarantor. The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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, subordinated and subject in right of payment to the prior payment in full of all Senior Debt of the Subsidiary Guarantor giving such Subsidiary Guarantee and each Subsidiary Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Section Sections 8.01(b), 10.02 11.02 and 10.06 of the Indenture11.06, the obligations of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity. The Each Subsidiary Guarantor further agrees that its Subsidiary 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 that any Holder or the Trustee has at law or in equity against the 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor, subject to the Subsidiary Guarantor provisions of Article 12, 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 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. The Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all Obligations and all obligations to which the Obligations are subordinated as provided in Article 12. 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 Obligations Guaranteed Obligations hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of the such Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection, subject to the provisions of Article 12. The Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Subsidiary If Guaranties have been provided for any particular Series of Securities pursuant to Section 2.02, each applicable Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, to each Holder of Securities of such Series and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities of such Series when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities of such Series and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and with respect to the Securities of such Series and under the Securities of such Series (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Subsidiary Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary such Guarantor and that the Subsidiary such Guarantor will remain bound under this Supplemental Indenture Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. The Subsidiary In addition, if Guaranties have been provided pursuant to Section 2.02 for a particular Series of Securities, each applicable Guarantor waives (1) 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. The Subsidiary Guarantor waives nonpayment and (2) notice of any default under the Securities of such Series or the Guaranteed Obligations. The obligations of the Subsidiary 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 the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, 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 Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture, any change in the ownership of the Subsidiary such Guarantor. The Subsidiary If Guaranties have been provided for a particular Series of Securities pursuant to Section 2.02, each applicable Guarantor further agrees that its Subsidiary Guaranty 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. Except If Guaranties have been provided for a particular Series of Securities pursuant to Section 2.02, and except as expressly set forth in Section Sections 8.01(b), 10.02 and 10.06 of the Indenture10.06, the obligations of the Subsidiary each applicable 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 the Subsidiary 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary such Guarantor or would otherwise operate as a discharge of the Subsidiary such Guarantor as a matter of law or equity. The Subsidiary If Guaranties have been provided for a particular Series of Securities pursuant to Section 2.02, each applicable Guarantor further agrees that its Guarantee Guaranteed Obligations 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 the Subsidiary 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Subsidiary 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 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. The Subsidiary Each Guarantor 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 of the Indenture for the purposes of the Subsidiary such Guarantor's Subsidiary Guaranty 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 of the Indenture6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary such Guarantor for the purposes of this Supplemental IndentureSection. The Subsidiary If Guaranties have been provided for a particular Series of Securities pursuant to Section 2.02, each applicable Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' feesfees and expenses of attorneys and other agents) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Each Subsidiary Guarantor of a series of Securities hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, to each Holder of such series and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities of such series when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture with respect to such series and the Securities of such series and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture with respect to such series and the Securities of such series (all the foregoing foregoing, with respect to a series of Securities, being hereinafter collectively called the "Guaranteed Obligations"). The Each Subsidiary Guarantor of a series of Securities further agrees that the Guaranteed Obligations with respect to such series may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article 10 notwithstanding any extension or renewal of any Guaranteed ObligationObligation with respect to such series. The Each Subsidiary Guarantor of a series of Securities waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations with respect to such series and also waives notice of protest for nonpayment. The Each Subsidiary Guarantor of a series of Securities waives notice of any default under the Securities of such series or the Guaranteed ObligationsObligations of such series. The obligations of the each Subsidiary Guarantor hereunder of a series of Securities shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor of such series) under the Indenture, this Supplemental IndentureIndenture with respect to such series, the Securities of such series 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, this Supplemental IndentureIndenture with respect to such series, the Securities of such series or any other agreement; (d4) the release of any security held by any Holder of such series or the Trustee for the Guaranteed Obligations of such series or any of them; (e5) the failure of any Holder of such series or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed ObligationsObligations of such series; or (f6) except as set forth in Section 10.06 of the Indenture10.06, any change in the ownership of the such Subsidiary Guarantor. The Each Subsidiary Guarantor of a series of Securities further agrees that its Subsidiary Guaranty 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 of such series or the Trustee for such series to any security held for payment of the Guaranteed ObligationsObligations of such series. Except as expressly set forth in Section Sections 8.01(b), 10.02 and 10.06 of the Indenture10.06, the obligations of the each Subsidiary Guarantor of a series 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 of such series or otherwise. Without limiting the generality of the foregoing, the obligations of the each Subsidiary Guarantor of a series of Securities herein shall not be discharged or impaired or otherwise affected by the failure of any Holder of such series or the Trustee to assert any claim or demand or to enforce any remedy under the Indenture, this Supplemental IndentureIndenture with respect to such series, the Securities of such series or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity. The Each Subsidiary Guarantor of a series of Securities further agrees that its Subsidiary Guarantee with respect to such series herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation with respect to such series is rescinded or must otherwise be restored by any Holder of such series or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder of a series of Securities or the Trustee has at law or in equity against the any Subsidiary Guarantor of such series by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation with respect to such series when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed ObligationObligation with respect to such series, the each Subsidiary Guarantor of such series 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 of such series or the Trustee an amount equal to the sum of 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 of such series and the Trustee. The Each Subsidiary Guarantor of a series of Securities agrees that, as between it, on the one hand, and the Holders of such series and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations with respect to such series hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of the such Subsidiary Guarantor's Subsidiary Guaranty Guarantee with respect to such series herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations with respect to such series guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6 of the Indenture6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection 10.01. The Each Subsidiary Guarantor of a series of Securities also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 210.01.

Guaranties. The Subsidiary Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture, the Indenture Security Documents and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture, the Indenture Security Documents and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Subsidiary Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary such Guarantor and that the Subsidiary such Guarantor will remain bound under this Supplemental Indenture Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. The Subsidiary 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. The Subsidiary Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Subsidiary 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 the Indenture, this Supplemental Indenture, the Securities Securities, the Security Documents 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 the Indenture, this Supplemental Indenture, the Securities Securities, the Security Documents 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 10.06 of the Indenture10.06, any change in the ownership of the Subsidiary such Guarantor. The Subsidiary Each Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section Sections 8.01(b), 10.02 and 10.06 of the Indenture10.06, the obligations of the Subsidiary 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 the Subsidiary 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 the Indenture, this Supplemental Indenture, the Securities Securities, the Security Documents or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary such Guarantor or would otherwise operate as a discharge of the Subsidiary such Guarantor as a matter of law or equity. The Subsidiary 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 the Subsidiary 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Subsidiary 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 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. The Subsidiary Each Guarantor 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 of the Indenture for the purposes of the Subsidiary such Guarantor's Subsidiary Guaranty 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 of the Indenture6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary such Guarantor for the purposes of this Supplemental IndentureSection. The Subsidiary Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities Notes when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary Guarantor and that the Subsidiary Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. The 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. The Each Subsidiary Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, the Securities 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 the Indenture, this Supplemental Indenture, the Securities 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 or surety for the Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture, any change in the ownership of the Subsidiary Guarantor. The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section 8.01(b), 10.02 Sections 102 and 10.06 106 of this First Supplement and Article Fourteen of the Indenture, the obligations of the each Subsidiary Guarantor hereunder shall not be subject to any setoff, 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 the 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 the Indenture, this Supplemental Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity. The Each Subsidiary 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 the 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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 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. The 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 guaranteed hereby may be accelerated as provided in Article 6 Five of the Indenture for the purposes of the such Subsidiary Guarantor's Subsidiary Guaranty 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 Five of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection. The Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. The 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. The Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, 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 Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture, any change in the ownership of the such Subsidiary Guarantor. The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly Each Subsidiary Guaranty is, to the extent and in the manner set forth in Section 8.01(b)Article 12, 10.02 subordinated and 10.06 of the Indenture, the obligations of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the 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 or to any extent vary the risk of the Subsidiary Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantor as a matter of law or equity. The Subsidiary 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 the 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 Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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. The Subsidiary Guarantor 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 of the Indenture for the purposes of the Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Supplemental Indenture. The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2.subject

Guaranties. The Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. The 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. The Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, the 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 the Indenture, this Supplemental Indenture, the 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 Guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 10.06 of the Indenture10.06, any change in the ownership of the such Subsidiary Guarantor. The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section Sections 8.01(b), 10.02 and 10.06 of the Indenture10.06, the obligations of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity. The Each Subsidiary 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 the 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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 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. The Each Subsidiary Guarantor 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 of the Indenture for the purposes of the such Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection. The Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Parent and each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Parent and each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Parent or such Subsidiary Guarantor and that the Parent or such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. The Parent and 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. The Parent and each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent 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 Parent or any Subsidiary Guarantor) under the Indenture, this Supplemental Indenture, the 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 the Indenture, this Supplemental Indenture, the 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 10.06 of the Indenture11.06, any change in the ownership of the a Subsidiary Guarantor. The Parent and each Subsidiary Guarantor further agrees that its Parent Guaranty or Subsidiary Guaranty 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. The Parent Guaranty and each Subsidiary Guaranty is, to the extent and in the manner set forth in Article 12, 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 Indebtedness of Parent or the Subsidiary Guarantor giving the Parent Guaranty or such Subsidiary Guaranty and the Parent Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Section Sections 8.01(b), 10.02 11.02 and 10.06 of the Indenture11.06, the obligations of the Parent 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 the Parent 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Parent or such Subsidiary Guarantor or would otherwise operate as a discharge of the Parent or such Subsidiary Guarantor as a matter of law or equity. The Parent and each Subsidiary 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 the Parent 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Parent 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 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. The Each of Parent and the Subsidiary Guarantor Guarantors agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all Obligations and all obligations to which the Obligations are subordinated as provided in Article 12. Each of Parent and the Subsidiary Guarantors 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 of the Indenture for the purposes of the Parent's Parent Guaranty or such Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Parent or such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection. The Parent and each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantors, to each Holder and to the Trustee and its successors and assigns 05799 Asset Purchase AgreementMorris Publishing Group 70 (a) ▇▇▇▇▇▇ Communications hereby guarantees to Buyer and GateHouse Media, as a primary obligor, payment and performance by Sellers of their obligations under this Agreement and under each of the full other agreements contemplated hereunder to which Sellers are a party (including without limitation, all amendments hereof and punctual payment thereof), in each case, subject to the terms, conditions and limitations hereof and thereof. ▇▇▇▇▇▇ Communications hereby waives suretyship defenses, demand, payment, protest and notice of principal dishonor or nonperformance of and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwiseany such obligations (other than any copies of notices required to be delivered under this Agreement to ▇▇▇▇▇▇ Communications), and all no consent of ▇▇▇▇▇▇ Communications shall be required with respect to any amendment or waiver of this Agreement (other monetary than this Section 10.19) that is effected in accordance with this Agreement. The liability of ▇▇▇▇▇▇ Communications under this Agreement by reason of this Section 10.19 is primary, and neither Buyer nor GateHouse Media shall be required to make any demand on Sellers for performance of any of its obligations of the Company under the Indenture and the Securities and this Agreement, nor to exhaust any legal, contractual or equitable remedies against Sellers, prior to proceeding against ▇▇▇▇▇▇ Communications. (b) the full GateHouse Media hereby guarantees to Sellers, as a primary obligor, payment and punctual performance within applicable grace periods by Buyer of all other its obligations under this Agreement and under each of the Company other agreements contemplated hereunder to which Buyer is a party (including without limitation, all amendments hereof and thereof), in each case, subject to the terms, conditions and limitations hereof and thereof. GateHouse Media hereby waives suretyship defenses, demand, payment, protest and notice of dishonor or nonperformance of any such obligations (other than any copies of notices required to be delivered under the Indenture this Agreement to GateHouse Media), and the Securities no consent of GateHouse Media shall be required with respect to any amendment or waiver of this Agreement (all the foregoing being hereinafter collectively called the "Guaranteed Obligations")other than this Section 10.19) that is effected in accordance with this Agreement. The Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary Guarantor and that the Subsidiary Guarantor will remain bound liability of GateHouse Media under this Supplemental Indenture notwithstanding Agreement by reason of this Section 10.19 is primary, and neither Sellers nor ▇▇▇▇▇▇ Communications shall be required to make any extension or renewal of any Guaranteed Obligation. The Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company on Buyer for performance of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The its obligations of the 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 the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, 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 Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture, any change in the ownership of the Subsidiary Guarantor. The Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section 8.01(b), 10.02 and 10.06 of the Indenture, the obligations of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the 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 or to any extent vary the risk of the Subsidiary Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantor as a matter of law or equity. The Subsidiary 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 the 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 Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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. The Subsidiary Guarantor 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 of the Indenture for the purposes of the Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Supplemental Indenture. The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Agreement, nor to exhaust any legal, contractual or equitable remedies against Buyer, prior to proceeding against GateHouse Media.

Guaranties. The Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Securities Obligations"). The Each Subsidiary Guarantor further agrees that the Guaranteed Securities Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article 10 notwithstanding any extension or renewal of any Guaranteed Securities Obligation. The Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Securities Obligations and also waives notice of protest for nonpayment. The Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Securities Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement; , (d) the release of any security held by any Holder or the Trustee for the Guaranteed Securities 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; Securities Obligations or (f) except as set forth in Section 10.06 of the Indenture10.06, any change in the ownership of the such Subsidiary Guarantor. The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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 Securities Obligations. Except as expressly set forth in Section Sections 8.01(b), 10.02 and 10.06 of the Indenture10.06, the obligations of the 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 Securities Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity. The Each Subsidiary Guarantor further agrees that its Guarantee 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 Securities 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 the any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Securities Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Securities Obligation, the 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 of (1a) the unpaid amount of such Guaranteed Securities Obligations, (2b) accrued and unpaid interest on such Guaranteed Securities Obligations (but only to the extent not prohibited by law) and (3c) all other monetary Guaranteed Securities Obligations of the Company to the Holders and the Trustee. The Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xa) the maturity of the Guaranteed Securities Obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of the such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, Securities Obligations guaranteed hereby and (yb) in the event of any declaration of acceleration of such Guaranteed Securities Obligations as provided in Article 6 of the IndentureSection 6.02, such Guaranteed Securities Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection. The Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Subsidiary New Guarantor hereby unconditionally and irrevocably guarantees, ---------- jointly and severally with the other Subsidiary Guarantorsseverally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Subsidiary New Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary New Guarantor and that the Subsidiary New Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. The Subsidiary New 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. The Subsidiary New Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Subsidiary New 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 the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, 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 Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture, any change in the ownership of the Subsidiary New Guarantor. The Subsidiary New Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section 8.01(b)Sections 803, 10.02 1017, 1019, 1202 and 10.06 1203 of the Indenture, the obligations of the Subsidiary New 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 the Subsidiary New 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 Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary New Guarantor or would otherwise operate as a discharge of the Subsidiary New Guarantor as a matter of law or equity. The Subsidiary New 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 (premium, if any) 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 the Subsidiary New 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 Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Subsidiary New 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 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. The Subsidiary New Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. The New 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 Five of the Indenture for the purposes of the Subsidiary New Guarantor's Subsidiary Guaranty 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 Five of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary New Guarantor for the purposes of this Supplemental IndentureSection. The Subsidiary New Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 21.

Guaranties. The New Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantors, 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 Securities Notes when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the "Guaranteed ObligationsGUARANTEED OBLIGATIONS"). The New Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the New Subsidiary Guarantor and that the New Subsidiary Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. The To the fullest extent permitted by law, the New 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. The To the fullest extent permitted by law, the New Subsidiary Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of the New 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 the Indenture, this Supplemental Indenture, the Securities 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 the Indenture, this Supplemental Indenture, the Securities 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 in Section 10.06 of the First Supplemental Indenture and Section 7 of this Supplemental Indenture, any change in the ownership of the New Subsidiary Guarantor. The New Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. The Subsidiary Guaranty is, to the extent and in the manner set forth in Article Eleven of the First Supplemental Indenture, 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 Indebtedness of the New Subsidiary Guarantor and the Subsidiary Guaranty is made subject to the provisions of the Indenture. Except as expressly set forth in Section 8.01(b), 13.01(b) of the Base Indenture and Sections 10.02 and 10.06 of the First Supplemental Indenture and Section 7 of this Supplemental Indenture, to the fullest extent permitted by law, the obligations of the New 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 and, to the fullest extent permitted by law, 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 the New 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 the Indenture, this Supplemental Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the 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 or to any extent vary the risk of the New Subsidiary Guarantor or would otherwise operate as a discharge of the New Subsidiary Guarantor as a matter of law or equity. The New Subsidiary 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 the New 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the New 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 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. The New 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 Eleven of the First Supplemental Indenture. The New Subsidiary Guarantor 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 5 of the Base Indenture, as amended by Article Five of the First Supplemental Indenture for the purposes of the New Subsidiary Guarantor's Subsidiary Guaranty 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 5 of the Base Indenture, as amended by Article Five of the First Supplemental Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the New Subsidiary Guarantor for the purposes of this Supplemental Indenture. The New Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2.

Guaranties. The Parent and each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Guarantied Obligations"). The Parent and each Subsidiary Guarantor further agrees that the Guaranteed Guarantied Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Parent or such Subsidiary Guarantor and that the Parent or such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. The Parent and each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Guarantied Obligations and also waives notice of protest for nonpayment. The Parent and each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Guarantied Obligations. The obligations of the Parent 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 the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Guarantied 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 Guarantied Obligations; or (f) except as set forth in Section 10.06 of the Indenture11.06, any change in the ownership of the a Subsidiary Guarantor. The Parent and each Subsidiary Guarantor further agrees agree that its Parent Guaranty or Subsidiary Guaranty Guaranty, as the case may be, 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 Guarantied Obligations. The Parent Guaranty and each Subsidiary Guaranty is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of, premium, if any, and interest on all Senior Indebtedness of the Parent or the Subsidiary Guarantor giving the Parent Guaranty or such Subsidiary Guaranty, and the Parent Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Section Sections 8.01(b), 10.02 11.02 and 10.06 of the Indenture11.06, the obligations of the Parent 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 Guarantied Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Parent 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Parent or such Subsidiary Guarantor or would otherwise operate as a discharge of the Parent or such Subsidiary Guarantor as a matter of law or equity. The Parent and each Subsidiary Guarantor further agrees that its Guarantee herein Parent Guaranty or Subsidiary Guaranty, as the case may be, 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 the Parent 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Parent 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 of (1) the unpaid amount of such Guaranteed Guarantied Obligations, (2) accrued and unpaid interest on such Guaranteed Guarantied Obligations (but only to the extent not 91 prohibited by law) and (3) all other monetary Guaranteed Guarantied Obligations of the Company to the Holders and the Trustee. The Each of Parent and the Subsidiary Guarantor Guarantors agrees that it shall not be entitled to any right of subrogation in respect of any Guarantied Obligations guaranteed hereby until payment in full of all Guarantied Obligations and all obligations to which the Guarantied Obligations are subordinated as provided in Article 12. Each of Parent and the Subsidiary Guarantors 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 Guarantied Obligations Guaranteed Obligations hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of the Parent's Parent Guaranty or such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsGuarantied Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Guarantied Obligations as provided in Article 6 of the Indenture6, such Guaranteed Guarantied Obligations (whether or not due and payable) shall forthwith become due and payable by the Parent or such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection 11.01. The Parent and each Subsidiary Guarantor also agrees agree to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, on an unsecured, senior subordinated basis, 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 Securities Notes when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities Notes, including the obligation to repurchase Notes under Section 4.10, and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. The 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. The Each Subsidiary Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, the Securities 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 the Indenture, this Supplemental Indenture, the Securities 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 in Section 10.06 of the Indenture, any change in the ownership of the such Subsidiary Guarantor. The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly Each Subsidiary Guaranty is, to the extent and in the manner set forth in Section 8.01(b)Article 12, 10.02 subordinated and 10.06 subject in right of payment to the Indenture, the obligations prior payment in full of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the 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 or to any extent vary the risk of the Subsidiary Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantor as a matter of law or equity. The Subsidiary 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 the Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or and premium, if any, and interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the all Subsidiary Guarantor hereby promises to and shall, upon receipt Senior Indebtedness 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. The Subsidiary Guarantor 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 of the Indenture for the purposes of the Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Supplemental Indenture. The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2.the

Guaranties. The Each Subsidiary Guarantor hereby ---------- unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of of, premium, if any, and interest on the Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Each Subsidiary Guarantor further agrees that the Guaranteed ----------- Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. The 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. The Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement; , (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or of 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 10.06 of the Indenture, any change in the ownership of the such Subsidiary Guarantor. The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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 Guaranty is, to the extent and in the manner set forth in Article 12, 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 Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Section 8.01(b)Sections 8.02, 10.02 9.01, 9.02, 11.02 and 10.06 of the Indenture11.06, the obligations of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the 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 or to any extent vary the risk of the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity. The Each Subsidiary Guarantor further agrees that its Guarantee Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of 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 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 the any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of of, premium, if any, or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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 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. The Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all Obligations and all obligations to which the Obligations are subordinated as provided in Article 12. 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 guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of the such Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection. The Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantors, to each Holder and to the Trustee and its successors and assigns (a) ▇▇▇▇▇▇ Communications hereby guarantees to Buyer and GateHouse Media, as a primary obligor, payment and performance by Sellers of their obligations under this Agreement and under each of the full other agreements contemplated hereunder to which Sellers are a party (including without limitation, all amendments hereof and punctual payment thereof), in each case, subject to the terms, conditions and limitations hereof and thereof. ▇▇▇▇▇▇ Communications hereby waives suretyship defenses, demand, payment, protest and notice of principal dishonor or nonperformance of and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwiseany such obligations (other than any copies of notices required to be delivered under this Agreement to ▇▇▇▇▇▇ Communications), and all no consent of ▇▇▇▇▇▇ Communications shall be required with respect to any amendment or waiver of this Agreement (other monetary than this Section 10.19) that is effected in accordance with this Agreement. The liability of ▇▇▇▇▇▇ Communications under this Agreement by reason of this Section 10.19 is primary, and neither Buyer nor GateHouse Media shall be required to make any demand on Sellers for performance of any of its obligations of the Company under the Indenture and the Securities and this Agreement, nor to exhaust any legal, contractual or equitable remedies against Sellers, prior to proceeding against ▇▇▇▇▇▇ Communications. (b) the full GateHouse Media hereby guarantees to Sellers, as a primary obligor, payment and punctual performance within applicable grace periods by Buyer of all other its obligations under this Agreement and under each of the Company other agreements contemplated hereunder to which Buyer is a party (including without limitation, all amendments hereof and thereof), in each case, subject to the terms, conditions and limitations hereof and thereof. GateHouse Media hereby waives suretyship defenses, demand, payment, protest and notice of dishonor or nonperformance of any such obligations (other than any copies of notices required to be delivered under the Indenture this Agreement to GateHouse Media), and the Securities no consent of GateHouse Media shall be required with respect to any amendment or waiver of this Agreement (all the foregoing being hereinafter collectively called the "Guaranteed Obligations")other than this Section 10.19) that is effected in accordance with this Agreement. The Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary Guarantor and that the Subsidiary Guarantor will remain bound liability of GateHouse Media under this Supplemental Indenture notwithstanding Agreement by reason of this Section 10.19 is primary, and neither Sellers nor ▇▇▇▇▇▇ Communications shall be required to make any extension or renewal of any Guaranteed Obligation. The Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company on Buyer for performance of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The its obligations of the 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 the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, 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 Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture, any change in the ownership of the Subsidiary Guarantor. The Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section 8.01(b), 10.02 and 10.06 of the Indenture, the obligations of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the 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 or to any extent vary the risk of the Subsidiary Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantor as a matter of law or equity. The Subsidiary 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 the 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 Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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. The Subsidiary Guarantor 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 of the Indenture for the purposes of the Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Supplemental Indenture. The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Agreement, nor to exhaust any legal, contractual or equitable remedies against Buyer, prior to proceeding against GateHouse Media.

Guaranties. The Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary Guarantor and that the Subsidiary Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. The 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. The Each Subsidiary Guarantor waives any notice not provided for in this Indenture of any default under the Securities or the Guaranteed Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereofsuch obligation; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, this Supplemental Indenture, 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 Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture10.06, any change in the ownership of the such Subsidiary Guarantor. The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section Sections 8.01(b), 10.02 and 10.06 of the Indenture10.06, the obligations of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity. The Each Subsidiary Guarantor further agrees that its Guarantee Guaranteed Obligations 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 the 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 Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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. The Each Subsidiary Guarantor 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 6 of the Indenture for the purposes of the such Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection. The Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Each Subsidiary Guarantor hereby ---------- unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. The 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. The Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, 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 Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture, any change in the ownership of the such Subsidiary Guarantor. The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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 Guaranty is, to the extent and in the manner set forth in Article 12, 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 Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Section Sections 8.01(b), 10.02 11.02 and 10.06 of the Indenture11.06, the obligations of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity. The Each Subsidiary 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 the any Subsidiary Guarantor by virtue hereof, 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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 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. The Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all Obligations and all obligations to which the Obligations are subordinated as provided in Article 12. 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 Obligations Guaranteed Obligations hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of the such Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection. The Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Additional Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantors, 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 Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations")Securities. The Additional Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Additional Subsidiary Guarantor and that the Additional Subsidiary Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. The Additional 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. The Additional Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Additional 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 the Indenture, this Supplemental Supplement Indenture, 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 the Indenture, this Supplemental Indenture, 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 Guaranteed Obligations; or (f) except as set forth in Section 10.06 7 of the this Supplemental Indenture, any change in the ownership of the Additional Subsidiary Guarantor. The Additional Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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. Except as expressly set forth in Section 8.01(b), 10.02 and 10.06 ) of the Indenture and Sections 3 and 7 of this Supplemental Indenture, the obligations of the Subsidiary Supplemental 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 the Additional 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the 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 or to any extent vary the risk of the Additional Subsidiary Guarantor or would otherwise operate as a discharge of the Additional Subsidiary Guarantor as a matter of law or equity. The Additional Subsidiary 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 UCAR International or 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 the Additional 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Additional 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 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. The Additional Subsidiary Guarantor 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 of the Indenture for the purposes of the Additional Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Additional Subsidiary Guarantor for the purposes of this Supplemental Indenture. The Additional Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2.

Guaranties. The Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. The 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. The Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, 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 Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture, any change in the ownership of the such Subsidiary GuarantorGuarantor (except as provided in Section 11.06). The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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 Guaranty is, to the extent and in the manner set forth in Article 12, 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 Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Section Sections 8.01(b), 10.02 11.02 and 10.06 of the Indenture11.06, the obligations of the 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 the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity. The Each Subsidiary Guarantor further agrees that its Subsidiary 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 the 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 Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the 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 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. The Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all Obligations and all obligations to which the Obligations are subordinated as provided in Article 12. 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 Obligations Guaranteed Obligations hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of the such Subsidiary Guarantor's Subsidiary Guaranty 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 of the Indenture6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection. The Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.

Guaranties. The Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantorsseverally, 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 Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Securities Obligations"). The Each Subsidiary Guarantor further agrees that the Guaranteed Securities Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the such Subsidiary Guarantor and that the such Subsidiary Guarantor will remain bound under this Supplemental Indenture Article 10 notwithstanding any extension or renewal of any Guaranteed Securities Obligation. The Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Securities Obligations and also waives notice of protest for nonpayment. The Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Securities Obligations. The obligations of the 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 the Indenture, this Supplemental Indenture, 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement; , (d) the release of any security held by any Holder or the Trustee for the Guaranteed Securities 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; Securities Obligations or (f) except as set forth in Section 10.06 of the Indenture10.06, any change in the ownership of the such Subsidiary Guarantor. The Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty 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 Securities Obligations. Except as expressly set forth in Section Sections 8.01(b), 10.02 and 10.06 of the Indenture10.06, the obligations of the 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 Securities Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the such Subsidiary Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantor as a matter of law or equity. The Each Subsidiary Guarantor further agrees that its Guarantee 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 Securities 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 the any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Securities Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Securities Obligation, the 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 of (1a) the unpaid amount of such Guaranteed Securities Obligations, (2b) accrued and unpaid interest on such Guaranteed Securities Obligations (but only to the extent not prohibited by law) and (3c) all other monetary Guaranteed Securities Obligations of the Company to the Holders and the Trustee. The Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xa) the maturity of the Guaranteed Securities Obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of the such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, Securities Obligations guaranteed hereby and (yb) in the event of any declaration of acceleration of such Guaranteed Securities Obligations as provided in Article 6 of the IndentureSection 6.02, such Guaranteed Securities Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Supplemental IndentureSection. The Each Subsidiary Guarantor also agrees to pay any and all fees, costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 2Section.