Common use of Guaranties Clause in Contracts

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Notes Obligations”). Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the Notes Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, 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 Notes Obligations, (2) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01. 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 10.01.

Guaranties. Each Subject to this Article Eleven, each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Notes "Guaranteed Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 Eleven notwithstanding any extension or renewal of any Notes Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the Notes Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Indenture, the Notes or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guaranteed Obligations; or (f6) except as set forth in Section 10.0611.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes 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 Sections 8.01(b), 10.02 11.02 and 10.0611.06, the obligations of 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 Notes Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Notes Guaranteed Obligations, and (2B) accrued and unpaid interest on such Notes Guaranteed Obligations (but only to the extent not prohibited by law) ). 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 (3) all other monetary Notes obligations to which the Guaranteed Obligations are subordinated as provided in Article Twelve of the Company to the Holders and the Trusteethis Indenture. 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 Notes Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Notes Guaranteed Obligations as provided in Article 6Six, such Notes Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each The Additional Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this the Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this the Indenture and the Notes (all the foregoing being hereinafter collectively called the “Notes Obligations”)Securities. Each The Additional Subsidiary Guarantor further agrees that the Notes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from such the Additional Subsidiary Guarantor and that such the Additional Subsidiary Guarantor will remain bound under this Article 10 Supplemental Indenture notwithstanding any extension or renewal of any Notes Obligation. Each The Additional Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Guaranteed Obligations and also waives notice of protest for nonpayment. Each The Additional Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Guaranteed Obligations. The obligations of each 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 Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, this Supplemental Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guaranteed Obligations; or (f) except as set forth in Section 10.068 of this Supplemental Indenture, any change in the ownership of such the Additional Subsidiary Guarantor. Each 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 Notes Guaranteed Obligations. Except as expressly set forth in Section 8.01(b) of the Indenture and Sections 8.01(b), 10.02 4 and 10.068 of this Supplemental Indenture, the obligations of each 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 Notes Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each 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 Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such the Additional Subsidiary Guarantor or would otherwise operate as a discharge of such the Additional Subsidiary Guarantor as a matter of law or equity. Each 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 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 any the Additional Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, each 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 (1A) the unpaid amount of such Notes Guaranteed Obligations, (2B) accrued and unpaid interest on such Notes Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Notes Guaranteed Obligations of the Company to the Holders and the Trustee. Each The Additional 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 Notes Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of such the Additional Subsidiary Guarantor’s Subsidiary Guaranty Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Notes Guaranteed Obligations as provided in Article 66 of the Indenture, such Notes Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such the Additional Subsidiary Guarantor for the purposes of this Section 10.01Supplemental Indenture. Each 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 10.013.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, 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 an and interest on the Notes Securities or other Subordinated Securities Obligations when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes Obligations”). Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will shall remain bound under this Article 10 11 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.0611.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes 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 Sections 8.01(b), 10.02 11.02 and 10.0611.06, the obligations of 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, 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 Notes Obligations, (2) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Obligations guaranteed Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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’ feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01Section.

Guaranties. Each 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, to each Holder and to performance of the Trustee and its successors and assigns (a) the full and punctual payment of principal of an interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Borrower under this Indenture 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 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 Notes Borrower and (b) governed by the full and punctual performance within applicable grace periods of all other obligations laws of the Company State of New York, as the same may be amended, modified or supplemented from time to time (individually a “Guaranty” and collectively the “Guaranties”; and each such Subsidiary executing and delivering a Guaranty, a “Guarantor” and collectively the “Guarantors”); provided that no such Guaranty by a Foreign Subsidiary shall be required under this Indenture 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 any of its direct or indirect Subsidiaries or any of its shareholders (including any tax consequences resulting from the 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 until such temporary restrictions have been removed) or requires the Notes (all the foregoing being hereinafter collectively called the “Notes Obligations”). Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended approval or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal consent of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the Notes Obligations. The obligations of 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 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 Debt 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 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 Notes “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 this Indenturedisposition, the Notes 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 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, 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 Notes Obligations, (2) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01. 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 10.01Guaranty.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Notes Obligations”"GUARANTEED OBLIGATIONS"). Each Subsidiary Guarantor further agrees that the Notes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 11 notwithstanding any extension or renewal of any Notes Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Guaranteed Obligations and also waives notice of acceleration, notice of intent to accelerate and notice of protest for nonpayment. Each Subsidiary Subject to Section 6.01, each Guarantor waives notice of any default under the Notes or the Notes Guaranteed Obligations. The obligations of each Subsidiary 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 this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guaranteed Obligations; or (f) except as set forth in Section 10.0611.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes 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 Sections 8.01(b), 10.02 11.02 and 10.0611.06, the obligations of 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 Notes Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 Notes 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Guaranteed Obligation, 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 Notes Guaranteed Obligations, (2) accrued and unpaid interest on such Notes Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Guaranteed Obligations of the Company to the Holders and the Trustee. 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 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 Notes Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary 's Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Guaranteed Obligations as provided in Article 6, such Notes Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.0111.01. 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 10.0111.01.

Guaranties. Each The Subsidiary Guarantor hereby unconditionally and irrevocably guarantees[, jointly and severallyseverally with the other Guarantors], to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this the Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this the Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes Obligations”). Each The Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice to or further assent from such the Subsidiary Guarantor and that such the Subsidiary Guarantor will remain bound under this Article 10 Supplemental Indenture notwithstanding any extension or renewal of any Notes Obligation. Each The Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Obligations and also waives notice of protest for nonpayment. Each The Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Obligations. The obligations of each 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 Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, this Supplemental Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.067 of this Supplemental Indenture, any change in the ownership of such the Subsidiary Guarantor. Each 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 Notes Obligations. Except as expressly set forth in Section 10.02 of the Indenture and Sections 8.01(b), 10.02 3 and 10.067 of this Supplemental Indenture, the obligations of each 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each 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 Notes Securities or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the 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 such the Subsidiary Guarantor or would otherwise operate as a discharge of such the Subsidiary Guarantor as a matter of law or equity. Each 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 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 any the Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, each 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 Notes Obligations, (2) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Obligations of the Company to the Holders and the Trustee. Each The 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 Notes Obligations guaranteed hereby may be accelerated as provided in Article 6 VI of the Indenture for the purposes of such the Subsidiary Guarantor’s Subsidiary Guaranty guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6VI of the Indenture, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such the Subsidiary Guarantor for the purposes of this Section 10.01Supplemental Indenture. Each 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 10.012.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuers under this Indenture and the Notes securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuers under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company Issuers of any of the Notes Obligations obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Obligations. The obligations Obligations of 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 this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities -61- 66 or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Obligations. Except as expressly set forth in Sections 8.01(b8.1(b), 10.02 10.2 and 10.0610.6, the obligations of 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations Obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 Notes 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Issuers to pay the principal of or interest on any Notes Obligation obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligationobligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Notes Obligationsobligations, (2ii) accrued and unpaid interest on such Notes Obligations (but only to the extent not -62- 67 prohibited by law) and (3iii) all other monetary Notes Obligations of the Company Issuers to the Holders and the Trustee. 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 Notes Obligations guaranteed Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary Subject to this Article Ten, each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, 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 an and interest on the such Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuers under this Indenture and the such Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuers under this Indenture and the such Notes (all the foregoing being hereinafter collectively called the “Notes Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Notes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 Ten notwithstanding any extension or renewal of any Notes Guaranteed Obligation. Each 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 Notes Obligations and also waives Guaranteed Obligations, (ii) notice of protest for nonpayment. Each Subsidiary Guarantor waives nonpayment and (iii) notice of any default under the any Notes of any series or the Notes Guaranteed Obligations. The obligations of 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 Issuers or any other Person (including any Guarantor) under this Indenture, the 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 this Indenture, the any Notes of any series or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guaranteed Obligations; or (f6) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Guaranteed Obligations. Except as expressly set forth in Sections 8.01(b8.01(B), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the any Notes of any series or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 Notes 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Issuers to pay the principal of or interest on any Notes Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Notes Guaranteed Obligations, and (2B) accrued and unpaid interest on such Notes Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Obligations of the Company to the Holders and the Trustee). 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 or Cash Equivalents of all Guaranteed Obligations. 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 Notes Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Notes Guaranteed Obligations as provided in Article 6Six, such Notes Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes Obligations”"OBLIGATIONS"). Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 11 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Obligations and also waives notice of acceleration, notice of intent to accelerate and notice of protest for nonpayment. Each Subsidiary Subject to Section 6.01, each Guarantor waives notice of any default under the Notes Securities or the Notes Obligations. The obligations of each Subsidiary 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 this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.0611.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Obligations. Except as expressly Each Guaranty is, to the extent and in the manner set forth in Sections 8.01(b)Article 12, 10.02 subordinated and 10.06, subject in right of payment to the obligations prior payment in full of 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 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 any 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 Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, 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 Notes Obligations, (2) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Obligations Senior Indebtedness of the Company Guarantor giving such Guaranty and each Guaranty is made subject to the Holders and the Trustee. 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 such provisions of the Notes Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01. 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 10.01.this

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, 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 an interest the other agreements contemplated by this Agreement to which they are parties (including without limitation, all amendments hereof and 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 Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary Sellers for performance of any of their obligations of the Company under this Indenture and Agreement, nor to exhaust any legal, contractual or equitable remedies against the Notes and Sellers, 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 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 terms, conditions and 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 (other than this Section 31(b)) that is effected in accordance with this Agreement. The liability of Pulitzer under this Indenture Agreement by reason of this Section 31(b) is primary, and no Journal Register Party shall be required to make any demand on the Notes (all the foregoing being hereinafter collectively called the “Notes Obligations”). Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company Purchaser for performance of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of its obligations under this Agreement, nor to exhaust any default under the Notes legal, contractual or the Notes Obligations. The obligations of 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 equitable remedies against the Company or any other Person under this IndenturePurchaser, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, 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 Notes Obligations, (2) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01. 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 10.01Pulitzer.

Guaranties. By joining herein: (a) Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, of the Guarantors jointly and severally, to each Holder unconditionally and irrevocably, guarantees to the Trustee Holders and its successors each of their respective successors, indorsees, transferees and assigns assigns, the prompt and complete payment in cash and performance by the Obligors when due (a) the full and punctual payment of principal of an interest on the Notes when due, whether at the 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 this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (effect until all the foregoing being hereinafter collectively called the “Notes Obligations”). Each Subsidiary Guarantor further agrees that the Notes 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 or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of Guarantors, any default under the Notes or the Notes Obligations. The obligations of 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 other guarantor or any other Person under this Indentureor received or collected by any Holder from any Obligor, any of the Notes Guarantors, 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 this Indenture, the Notes 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 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Obligations. Except as expressly set forth in Sections 8.01(b)Guarantied Obligations shall be deemed to modify, 10.02 and 10.06reduce, release or otherwise affect the obligations liability of each 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, 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 Notes Obligations, (2) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such 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 Notes Guarantied Obligations guaranteed herebyor 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 Notes Guarantor hereunder until the Guarantied Obligations as provided are paid in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01. Each 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 10.01cash.

Guaranties. Each The Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severallyseverally 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 an and interest on the Notes Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this the Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this the Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Guaranteed Obligations”"). Each The Subsidiary Guarantor further agrees that the Notes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from such the Subsidiary Guarantor and that such the Subsidiary Guarantor will remain bound under this Article 10 Supplemental Indenture notwithstanding any extension or renewal of any Notes Guaranteed Obligation. Each The Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Guaranteed Obligations and also waives notice of protest for nonpayment. Each The Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Guaranteed Obligations. The obligations of each 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 Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, this Supplemental Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guaranteed Obligations; or (f) except as set forth in Section 10.0610.06 of the Indenture, any change in the ownership of such the Subsidiary Guarantor. Each 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 Notes Guaranteed Obligations. Except as expressly set forth in Sections Section 8.01(b), 10.02 and 10.0610.06 of the Indenture, the obligations of each 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 Notes Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each 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 Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful wilful or otherwise, in the performance of the obligationsGuaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such the Subsidiary Guarantor or would otherwise operate as a discharge of such the Subsidiary Guarantor as a matter of law or equity. Each 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 Notes 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 any the Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Guaranteed Obligation, each 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 Notes Guaranteed Obligations, (2) accrued and unpaid interest on such Notes Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Guaranteed Obligations of the Company to the Holders and the Trustee. Each The 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 Notes Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of such the Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed herebyGuaranteed Obligations, and (y) in the event of any declaration of acceleration of such Notes Guaranteed Obligations as provided in Article 66 of the Indenture, such Notes Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such the Subsidiary Guarantor for the purposes of this Section 10.01Supplemental Indenture. Each 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 10.012.

Guaranties. Each Subsidiary Guarantor hereby unconditionally (a) Subject to the terms and irrevocably guaranteesconditions of this Note, the Guarantors hereby, jointly and severally, 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 an interest on the Notes in cash when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within 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 Indenture and the Notes Note (all the foregoing being hereinafter collectively called the “Notes Obligations”). Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound An Event of Default under this Article 10 notwithstanding any extension or renewal Note shall constitute an event of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or guaranties of the Notes Guarantors provided in this Section 5 (the “Guaranties”), and shall entitle the Holder to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations. The obligations Guaranties constitute guarantees of payment when due and not of collection. (b) Anything herein to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder shall not in no event exceed the amount which can be affected guaranteed by (a) the failure of any Holder such Guarantor under applicable federal and state laws relating to fraudulent transfers or the Trustee to assert any claim or demand conveyances or to enforce the insolvency of debtors (after giving effect to any right or remedy 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, upon payment of all the Obligations, the Guarantors shall be subrogated to the rights of the Holder against the Company 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 be construed as continuing, complete, absolute, and unconditional guarantees of payment without regard to, and each Guarantor hereby waives any defense of a surety or guarantor or any other Person under this Indentureobligor on any obligations arising in connection with or in respect of, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further and hereby 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 Notes Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired 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 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 or all of the assets of the Maker or the other Guarantor, or any change in the shareholders of the Maker or the other Guarantor; (iii) any change in the corporate existence, structure, or ownership of any other 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, or might be construed to constitute, an equitable or legal discharge of the Maker for the Obligations, or of such Guarantor under its Guaranty, in bankruptcy or in any other instance (other than the defense of payment or performance or any such discharge that may arise out of or 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 affected 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 failure Holder to make any such demand, to pursue such other rights or remedies, or to collect any payments from the Maker or the other Guarantor, or any release of the Maker or the other Guarantor, shall not relieve such Guarantor of any Holder obligation or liability hereunder, and shall not impair or affect the Trustee to assert any claim or demand or to enforce any remedy under this Indenturerights and remedies, the Notes or any other agreementwhether express, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligationsimplied, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor available as a matter of law or equity. 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 thereoflaw, of principal of or interest on any Notes 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and Obligations (as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, each 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 provisions of (1) the unpaid amount of such Notes Obligations, (2) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01. 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 10.011(b)(ii)(B)(2)(c).

Guaranties. Each Subsidiary The Parent Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this the Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this the Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes Guaranteed Obligations”). Each Subsidiary The Parent Guarantor further agrees that the Notes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary the Parent Guarantor and that such Subsidiary the Parent Guarantor will remain bound under this Article 10 II notwithstanding any extension or renewal of any Notes Guaranteed Obligation. Each Subsidiary The Parent Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary The Parent Guarantor waives notice of any default under the Notes Securities or the Notes Guaranteed Obligations. The obligations of each Subsidiary the Parent Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this the Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this the Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guaranteed Obligations; or (f) except as set forth in Section 10.062.06, any change in the ownership of such Subsidiary the Parent Guarantor. Each Subsidiary The Parent Guarantor further agrees that its Subsidiary Parent 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 Notes Guaranteed Obligations. This Parent Guaranty is, to the extent and in the manner set forth in Article III, 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 Parent Guarantor and is made subject to such provisions of the Indenture. Except as expressly set forth in Sections Section 8.01(b), 10.02 ) of the Indenture and 10.06Section 2.02 and 2.06 herein, the obligations of each Subsidiary the Parent 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 Notes Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary the Parent Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this the Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary the Parent Guarantor or would otherwise operate as a discharge of such Subsidiary the Parent Guarantor as a matter of law or equity. Each Subsidiary The Parent Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any 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 any Subsidiary the Parent Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Guaranteed Obligation, each Subsidiary the Parent 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 Notes Guaranteed Obligations, (2) accrued and unpaid interest on such Notes Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Guaranteed Obligations of the Company to the Holders and the Trustee. Each Subsidiary The Parent Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article III. The Parent 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 Notes Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty hereinthis Parent Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Guaranteed Obligations as provided in Article 66 of the Indenture, such Notes Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary the Parent Guarantor for the purposes of this Section 10.01Section. Each Subsidiary The Parent Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01Section.

Guaranties. 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, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an of, premium, if any, and interest on the Two-Year Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company LGII under this Indenture and the Two-Year Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company LGII under this Indenture and the Two-Year Notes (all the foregoing being hereinafter collectively called the “Notes Obligations”"OBLIGATIONS"). Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 12 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company LGII of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Two-Year Notes or the Notes Obligations. The obligations of 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 this Indenture, the 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 this Indenture, the Two-Year Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, 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 Notes Obligations, (2) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01. 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 10.01.the

Guaranties. Each Subject to this Section 2, each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, 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 an interest on the Notes when due, (whether at maturity, by acceleration, by redemption or otherwise, ) and all other monetary obligations performance of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations Obligations of the Company under this Indenture and the Notes Borrowers (all the foregoing being hereinafter collectively called the “Notes Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Notes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 Section 2 notwithstanding any extension or renewal of any Notes Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company Borrowers of any of the Notes Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Credit Documents or the Notes Guaranteed Obligations. The obligations of 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 this IndentureGuaranty, the Notes 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 this IndentureGuaranty, the Notes 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 Notes 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 Notes Guaranteed Obligations; or (f6) except as set forth in Section 10.062.5, any change in the ownership of such Subsidiary Guarantor. 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 Notes 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 Sections 8.01(b), 10.02 2.2 and 10.062.5, the obligations of 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 Notes Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any remedy under this IndentureGuaranty, the Notes Credit Documents or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 Notes 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Borrowers to pay the principal of or interest on any Notes Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Guaranteed Obligation, 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 (1A) the unpaid amount of such Notes Guaranteed Obligations, and (2B) accrued and unpaid interest on such Notes Guaranteed Obligations (but only to the extent not prohibited by law) ). 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 Guaranteed Obligations are subordinated as provided in Section 3) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 Section 8.02 of the Credit Agreement for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Notes Guaranteed Obligations as provided in Article 6Section 8.02 of the Credit Agreement, such Notes Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary STFC Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal or Accreted Value of an and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Notes "Obligations”"). Each Subsidiary STFC Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary STFC Guarantor and that such Subsidiary STFC Guarantor will remain bound under this Article 10 ArticleE11 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary STFC Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary STFC Guarantor waives notice of any default under the Notes or the Notes Obligations. The obligations of each Subsidiary 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 this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary STFC Guarantor. Each Subsidiary 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 Notes 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 Sections 8.01(bSectionsE8.01(b), 10.02 11.02 and 10.0611.06, the obligations of each Subsidiary 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary 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 this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary STFC Guarantor or would otherwise operate as a discharge of such Subsidiary STFC Guarantor as a matter of law or equity. Each Subsidiary 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 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 any Subsidiary STFC Guarantor by virtue hereof, upon the failure of the Company to pay the principal or Accreted Value of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, each Subsidiary 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 (1i) the unpaid amount of such Notes Obligations, (2ii) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Notes Obligations of the Company to the Holders and the Trustee. Each Subsidiary 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 Notes Obligations guaranteed Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary STFC Guarantor’s Subsidiary Guaranty 's Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations obligations as provided in Article 6ArticleE6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary STFC Guarantor for the purposes of this Section 10.01Section. Each Subsidiary 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 10.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally of the Loan Parties shall not, and irrevocably guaranteesshall not permit any of its Subsidiaries to, jointly and severallyat any time, directly or indirectly, become or be liable in respect of any Guaranty, or assume, guarantee, become surety for, endorse or otherwise agree, become or remain directly or contingently liable upon or with respect to each Holder and to the Trustee and its successors and assigns any obligation or liability of any other Person, except for (a) the full and punctual payment Guaranties of principal of an interest on the Notes when dueIndebtedness permitted pursuant to Section 7.2.1, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) Guaranties by the full and punctual performance within applicable grace periods of all other obligations Borrower of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Notes Obligations”). Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company obligations of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default Borrower’s Subsidiaries under the Notes or the Notes Obligationsan operating lease entered into by such Subsidiary. 3. The obligations provisions of each Subsidiary Guarantor hereunder Section 2 of 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 this Indenture, the Notes 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 this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. Each 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 Notes Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy default under this Indenture, the Notes 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, willful or otherwise, in (ii) the performance schedules attached to and made a part of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstatedCredit Agreement, as updated and provided to the case may beAgent on a quarterly basis, if at any time payment, or any part thereof, of principal of or interest on any Notes Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization are true and correct in all material respects as of the Company date hereof, and (iii) it presently has no known claims 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 Banks or the Agent arising out of or in any Subsidiary Guarantor by virtue hereofway 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 Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, 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 Notes Obligations, (2) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of mentioning this Section 10.01. 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 10.01Fourth Amendment.

Guaranties. Each Subsidiary Guarantor hereby unconditionally The Purchaser and irrevocably guarantees, jointly the Seller shall each use their respective commercially reasonable efforts (both before and severally, after the 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 an interest any Contract underlying a guaranty listed on the Notes when due, whether at 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 this Indenture and the Notes 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 this Indenture and such Seller Guaranty, in a form reasonably satisfactory to the Notes Seller, as applicable or (all the foregoing being hereinafter collectively called the “Notes Obligations”). Each Subsidiary Guarantor further agrees ii) obtain a substitute guaranty (or other accommodation) so that the Notes Obligations Purchaser or other acceptable party is substituted in place of the Seller or any of its affiliates, as appropriate, of all of the obligations of the Seller under such Seller Guaranty such that the Seller may be extended or renewed, in whole or in partterminate such Seller Guaranty upon notice, without notice further obligation to or further assent 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 such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding against any extension or renewal and all losses, liabilities, damages, obligations, payments, costs, Taxes and expenses (including the costs and expenses of any Notes Obligation. Each Subsidiary Guarantor waives presentation toand all actions, demand ofsuits, payment 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 protest 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 Company of any of Seller) and (B) the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the Notes Obligations. The obligations of each Subsidiary Guarantor hereunder 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 this Indenture, obligation for which the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06Closing, the obligations of each 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, 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) perform such obligations on behalf of the unpaid amount of Seller or such Notes Obligations, affiliates or (2) accrued and unpaid interest on otherwise take such Notes 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 Notes Obligations of Seller or such affiliates in the Company to same position as if the Holders and the Trustee. Each Subsidiary Guarantor further 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 Notes Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of had performed or was performing such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01. 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 10.01obligations.

Guaranties. Each Subsidiary The New Guarantor hereby unconditionally and irrevocably guarantees, jointly ---------- and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal Accreted Value of an (and premium, if any) and interest on the Notes Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this the Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this the Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Obligations”"). Each Subsidiary The New Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary the New Guarantor and that such Subsidiary the New Guarantor will remain bound under this Article 10 Supplemental Indenture notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary The New Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary The New Guarantor waives notice of any default under the Notes Securities or the Notes Obligations. The obligations of each Subsidiary the 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 this the Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this the Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary the New Guarantor. Each Subsidiary The 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 Notes Obligations. Except as expressly set forth in Sections 8.01(b)803, 10.02 1017, 1019, 1202 and 10.061203 of the Indenture, the obligations of each Subsidiary the 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary the 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 this the Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary the New Guarantor or would otherwise operate as a discharge of such Subsidiary the New Guarantor as a matter of law or equity. Each Subsidiary The 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 Accreted Value of (or premium, if any) or interest on any 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 any Subsidiary the New Guarantor by virtue hereof, upon the failure of the Company to pay the principal Accreted Value of (or premium, if any) or interest on any Notes Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, each Subsidiary the 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 (1i) the unpaid amount of such Notes Obligations, (2ii) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Notes Obligations of the Company to the Holders and the Trustee. Each Subsidiary The 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 Notes Obligations guaranteed hereby may be accelerated as provided in Article 6 Five of the Indenture for the purposes of such Subsidiary the New Guarantor’s Subsidiary Guaranty 's Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations obligations as provided in Article 6Five of the Indenture, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary the New Guarantor for the purposes of this Section 10.01Section. Each Subsidiary The 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 10.011.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an of, premium, if any, and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Guaranteed Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 11 notwithstanding any extension or renewal of any Notes Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guaranteed Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes 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 Sections 8.01(b)8.2, 10.02 11.2 and 10.0611.6, the obligations of 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 Notes Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligationsGuaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 Notes 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 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 Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Notes Guaranteed Obligations, (2ii) accrued and unpaid interest on such Notes Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Notes Guaranteed Obligations of the Company to the Holders and the Trustee. 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 Notes Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. 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, 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 an interest on the Notes when due, whether at maturityStated Maturity, by acceleration, by redemption acceleration or otherwise, and of all other monetary obligations of the Company under this Indenture and the Notes 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 this Indenture and the Notes Notes, expenses, indemnification or otherwise (all the foregoing being hereinafter collectively called the “Notes "Guaranteed Obligations”"). Each Subsidiary ----------------------- Guarantor shall further agrees that agree that, once incurred, the Notes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 11 notwithstanding any extension or renewal of any Notes Guaranteed Obligation. Each Subsidiary Guarantor waives shall waive presentation to, demand of, payment from and protest to the Company of any of the Notes Guaranteed Obligations and also waives waive notice of protest for nonpayment. Each Subsidiary Guarantor waives shall waive notice of any default under the Notes or the Notes Guaranteed Obligations. The obligations of 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 this Indenture, the Notes or any other agreement or otherwise; , (b) any - extension or renewal of any thereof; , (c) any rescission, waiver, amendment or - modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; , (d) the release of any security held by any Holder or the - Trustee for the Notes 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 Notes Obligations; Guaranteed Obligations or (f) except as set forth in Section 10.06, any change in the ownership of - such Subsidiary Guarantor. 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 Notes 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 Sections 8.01(b), 10.02 11.02 and 10.0611.06, the obligations of 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 Notes Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 Notes 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 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 Notes Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Guaranteed Obligation, each 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 (1i) the unpaid amount of such Notes Guaranteed Obligations, - (2ii) accrued and unpaid interest and liquidated damages, if any, on such Notes -- Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) --- all other monetary Notes Guaranteed Obligations of the Company to the Holders and the Trustee. Each Subsidiary Guarantor 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 agrees 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 Notes Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01's 01. Each Subsidiary Guarantor shall also agrees agree to pay pay, in addition to the 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 10.01the applicable Subsidiary Guaranty.

Guaranties. Each 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, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance in accordance with the terms hereof within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary GuarantorGuarantor (other than pursuant to Section 10.07). 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 Notes Obligations. Except as expressly set forth in Sections Section 8.01(b), 10.02 ) and 10.06in Section 10.07, the obligations of 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Notes Obligations, (2ii) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 11 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Obligations. Except as expressly Each Subsidiary Guaranty is, to the extent and in the manner set forth in Sections 8.01(b)Article 12, 10.02 subordinated and 10.06, the obligations of 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, 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 Notes Obligations, (2) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01. 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 10.01.subject

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Guaranteed Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Notes Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Indenture, the Notes Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guaranteed Obligations; or (f6) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Guaranteed Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 Notes 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Notes Guaranteed Obligations, (2B) accrued and unpaid interest on such Notes Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Notes Guaranteed Obligations of the Company to the Holders and the Trustee. 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 Notes Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed herebyGuaranteed Obligations, and (yii) in the event of any declaration of acceleration of such Notes Guaranteed Obligations as provided in Article 6, such Notes Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary Any Guarantor hereby shall unconditionally and irrevocably guaranteesguarantee, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an (or Accreted Value, if applicable) and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Notes Obligations”"GUARANTEED OBLIGATIONS"). Each Subsidiary Guarantor Any Guarantors shall further agrees agree that the Notes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor Guarantors and that such Subsidiary Guarantor Guarantors will remain bound under this Article 10 11 notwithstanding any extension or renewal of any Notes Guaranteed Obligation. Each Subsidiary Any Guarantor waives shall waive presentation to, demand of, payment from and protest to the Company of any of the Notes Guaranteed Obligations and shall also waives waive notice of acceleration, notice of intent to accelerate and notice of protest for nonpayment. Each Subsidiary Subject to Section 6.01, any Guarantor waives shall waive notice of any default under the Notes or the Notes Guaranteed Obligations. The obligations of each 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 this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guaranteed Obligations; or (f) except as set forth in Section 10.0611.06, any change in the ownership of any such Subsidiary Guarantor. Each 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 Notes 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 Sections 8.01(b), 10.02 11.02 and 10.0611.06, the obligations of each 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 Notes Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each 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 this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any such Subsidiary Guarantor or would otherwise operate as a discharge of any such Subsidiary Guarantor as a matter of law or equity. Each 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 Notes 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of (or Accreted Value, if applicable) or interest on any Notes Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Guaranteed Obligation, each 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 (1) the unpaid amount of such Notes Guaranteed Obligations, (2) accrued and unpaid interest on such Notes Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Guaranteed Obligations of the Company to the Holders and the Trustee. Each Subsidiary Any Guarantor 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 agrees agree that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Notes Guaranteed Obligations guaranteed hereby under this Indenture may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary 's Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Guaranteed Obligations guaranteed herebyunder this Indenture, and (y) in the event of any declaration of acceleration of such Notes Guaranteed Obligations as provided in Article 6, such Notes Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.0111.01. Each 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 10.0111.01.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the 67/8% Notes when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the 67/8% Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the 67/8% Notes (all the foregoing being hereinafter collectively called the “Notes Guarantied Obligations”). Each Subsidiary Guarantor further agrees that the Notes Guarantied Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 Fifteen notwithstanding any extension or renewal of any Notes Guarantied Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Guarantied Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the 67/8% Notes or the Notes Guarantied Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the 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 this Indenture, the 67/8% Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guarantied Obligations; or (f) except as set forth in Section 10.061506, any change in the ownership of such Subsidiary Guarantor. 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 Notes 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 Sections 8.01(b), 10.02 1502 and 10.061506, the obligations of 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 Notes Guarantied Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the 67/8% Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity, except for the payment in full of the Guarantied Obligations. 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 Notes 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Guarantied Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Guarantied Obligation, 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 Notes Guarantied Obligations, (2) accrued and unpaid interest on such Notes Guarantied Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Guarantied Obligations of the Company to the Holders and the Trustee. 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 Notes Guarantied Obligations guaranteed hereby may be accelerated as provided in Article 6 Five for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed herebyGuarantied Obligations, and (y) in the event of any declaration of acceleration of such Notes Guarantied Obligations as provided in Article 6Five, such Notes Guarantied Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary Guarantor hereby ---------- unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 4.08 and 10.068.01 and in the definition of "Unrestricted Subsidiary", the obligations of 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations Obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the 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 such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when 77 and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Notes Obligations, (2ii) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Obligations guaranteed Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest and Liquidated Damages (if any) on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other 79 72 monetary obligations of the Company Issuers under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuers under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company Issuers of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Obligations. The obligations Obligations of 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 this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations Obligations of 80 73 each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 and Liquidated Damages (if any) on any Notes 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Issuers to pay the principal of or interest and Liquidated Damages (if any) on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Notes Obligations, (2ii) accrued and unpaid interest and Liquidated Damages (if any) on such Notes Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Notes Obligations of the Company Issuers to the Holders and the Trustee. 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 Notes Obligations guaranteed Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6, such Notes Obligations (whether or not due and 81 74 payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company SRI under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company SRI under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Notes "Indenture Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Indenture Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 XI notwithstanding any extension or renewal of any Notes Indenture Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Indenture Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the Notes Indenture Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Indenture Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Indenture Obligations. Except as expressly set forth in Sections 8.01(b9.01(b), 10.02 11.02 and 10.0611.06, the obligations of 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 Notes Indenture Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 Notes Indenture Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company SRI 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company SRI to pay the principal of or interest on any Notes Indenture Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Indenture Obligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Notes Indenture Obligations, (2ii) accrued and unpaid interest on such Notes Indenture Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Notes Indenture Obligations of the Company SRI to the Holders and the Trustee. Each Subsidiary 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 guaranteed hereby until payment in full of all Indenture Obligations. 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 Notes Indenture Obligations guaranteed Guaranteed hereby may be accelerated as provided in Article 6 VII for the purposes of such Subsidiary Guarantor’s Subsidiary 's Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Indenture Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations obligations as provided in Article 6VII, such Notes Indenture Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Guaranteed Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Notes Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this IndentureIndenture (including any Subsidiary Guarantor), the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee 90 for the Notes 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 Notes Guaranteed Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Guaranteed Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 Notes 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 any Subsidiary 91 Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Guaranteed Obligation, 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 Notes Guaranteed Obligations, (2) accrued and unpaid interest on such Notes Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Guaranteed Obligations of the Company to the Holders and the Trustee. 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 Notes Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed herebyGuaranteed Obligations, and (y) in the event of any declaration of acceleration of such Notes Guaranteed Obligations as provided in Article 6, such Notes Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary Guarantor The Guarantors hereby unconditionally and irrevocably guaranteesguarantee, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Guaranteed Obligations”"). Each Subsidiary Guarantor of the Guarantors further agrees that the Notes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 11 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Guaranteed Obligations. The obligations of 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 Guarantor) under this Indenture, the Notes Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guaranteed Obligations; or (f6) except as set forth in Section 10.0611.06, any change in the ownership of such a Subsidiary Guarantor. 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 Notes Guaranteed Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 11.02 and 10.0611.06, the obligations of 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 Notes Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, 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 Parent or such Subsidiary Guarantor or would otherwise operate as a discharge of Parent or such Subsidiary Guarantor as a matter of law or equity. 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 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Notes Guaranteed Obligations, (2B) accrued and unpaid interest on such Notes Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Notes Guaranteed Obligations of the Company to the Holders and the Trustee. Each Subsidiary Guarantor of the 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 the 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 Notes Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary 's Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Notes Guaranteed Obligations as provided in Article 6, such Notes Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Notes "Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the Notes Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this the Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this the Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 102 and 10.06106 of this First Supplement and Article Fourteen of the Indenture, the obligations of 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this the Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Notes Obligations, (2ii) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Obligations guaranteed hereby may be accelerated as provided in Article 6 Five of the Indenture for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6Five of the Indenture, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 11 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes 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 Sections 8.01(b), 10.02 11.02 and 10.0611.06, the obligations of 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Notes Obligations, (2ii) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Obligations guaranteed Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each The Subsidiary Guarantor hereby unconditionally and irrevocably guarantees[, jointly and severallyseverally with the other Guarantors], to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this the Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this the Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes Obligations”). Each The Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice to or further assent from such the Subsidiary Guarantor and that such the Subsidiary Guarantor will remain bound under this Article 10 Supplemental Indenture notwithstanding any extension or renewal of any Notes Obligation. Each The Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Obligations and also waives notice of protest for nonpayment. Each The Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Obligations. The obligations of each 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 Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, this Supplemental Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.067 of this Supplemental Indenture, any change in the ownership of such the Subsidiary Guarantor. Each 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 Notes Obligations. Except as expressly set forth in Section 10.02 of the Indenture and Sections 8.01(b), 10.02 3 and 10.067 of this Supplemental Indenture, the obligations of each 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each 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 Notes Securities or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the 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 such the Subsidiary Guarantor or would otherwise operate as a discharge of such the Subsidiary Guarantor as a matter of law or equity. Each 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 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 any the Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, each 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 Notes Obligations, (2) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Obligations of the Company to the Holders and the Trustee. Each The 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 Notes Obligations guaranteed hereby may be accelerated as provided in Article 6 VI of the Indenture for the purposes of such the Subsidiary Guarantor’s Subsidiary Guaranty guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 66 of the Indenture, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such the Subsidiary Guarantor for the purposes of this Section 10.01Supplemental Indenture. Each 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 10.012.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter 76 collectively called the “Notes "Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, 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 such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Notes Obligations, (2ii) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Obligations guaranteed Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Guarantied Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Guarantied Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Notes Guarantied Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Guarantied Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Guarantied Obligations. The obligations of each Subsidiary 102 Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guarantied Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Guarantied Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Guarantied Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Guarantied Obligation, 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 Notes Guarantied Obligations, (2) accrued and unpaid interest on such Notes Guarantied Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Guarantied Obligations of the Company to the Holders and the Trustee. 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 Notes Guarantied Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed herebyGuarantied Obligations, and (y) in the event of any declaration of acceleration of such Notes Guarantied Obligations as provided in Article 6, such Notes Guarantied Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary Guarantor of a series of Securities hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder of such series and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities of such series when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture with respect to such series and the Notes Securities of such series and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture with respect to such series and the Notes Securities of such series (all the foregoing foregoing, with respect to a series of Securities, being hereinafter collectively called the “Notes "Guaranteed Obligations”"). Each Subsidiary Guarantor of a series of Securities further agrees that the Notes Guaranteed Obligations with respect to such series may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Notes ObligationObligation with respect to such series. Each Subsidiary Guarantor of a series of Securities waives presentation to, demand of, payment from and protest to the Company of any of the Notes Guaranteed Obligations with respect to such series and also waives notice of protest for nonpayment. Each Subsidiary Guarantor of a series of Securities waives notice of any default under the Notes Securities of such series or the Notes ObligationsGuaranteed Obligations of such series. The obligations of each Subsidiary Guarantor hereunder of a series of Securities shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor of such series) under this IndentureIndenture with respect to such series, the Notes 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 this IndentureIndenture with respect to such series, the Notes Securities of such series or any other agreement; (d4) the release of any security held by any Holder of such series or the Trustee for the Notes 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 Notes ObligationsGuaranteed Obligations of such series; or (f6) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes ObligationsGuaranteed Obligations of such series. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor of a series of Securities hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Guaranteed Obligations of such series or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor of a series of Securities herein shall not be discharged or impaired or otherwise affected by the failure of any Holder of such series or the Trustee to assert any claim or demand or to enforce any remedy under this IndentureIndenture with respect to such series, the Notes Securities of such series or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 Notes 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 any Subsidiary Guarantor of such series by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation with respect to such series when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes ObligationObligation with respect to such series, 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 (1A) the unpaid amount of such Notes Guaranteed Obligations, (2B) accrued and unpaid interest on such Notes Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Notes Guaranteed Obligations of the Company to the Holders of such series and the Trustee. Each Subsidiary Guarantor further of a series of Securities agrees that, as between it, on the one hand, and the Holders of such series and the Trustee, on the other hand, (xi) the maturity of the Notes Guaranteed Obligations guaranteed with respect to such series hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty Guarantee with respect to such series herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Guaranteed Obligations with respect to such series guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Notes Guaranteed Obligations as provided in Article 6, such Notes Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01. 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 10.01.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an of, premium, if any, and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 11 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, 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 Notes Obligations, (2) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01. 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 10.01.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the 71/8% Notes when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the 71/8% Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the 71/8% Notes (all the foregoing being hereinafter collectively called the “Notes Guarantied Obligations”). Each Subsidiary Guarantor further agrees that the Notes Guarantied Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 Fifteen notwithstanding any extension or renewal of any Notes Guarantied Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Guarantied Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the 71/8% Notes or the Notes Guarantied Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the 71/8% 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 this Indenture, the 71/8% Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guarantied Obligations; or (f) except as set forth in Section 10.061506, any change in the ownership of such Subsidiary Guarantor. 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 Notes 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 Sections 8.01(b), 10.02 1502 and 10.061506, the obligations of 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 Notes Guarantied Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the 71/8% Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity, except for the payment in full of the Guarantied Obligations. 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 Notes 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Guarantied Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Guarantied Obligation, 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 Notes Guarantied Obligations, (2) accrued and unpaid interest on such Notes Guarantied Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Guarantied Obligations of the Company to the Holders and the Trustee. 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 Notes Guarantied Obligations guaranteed hereby may be accelerated as provided in Article 6 Five for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed herebyGuarantied Obligations, and (y) in the event of any declaration of acceleration of such Notes Guarantied Obligations as provided in Article 6Five, such Notes Guarantied Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, 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 an and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will shall remain bound under this Article 10 11 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.0611.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes 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 Sections 8.01(b), 10.02 11.02 and 10.0611.06, the obligations of 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, 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 Notes Obligations, (2) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Obligations guaranteed Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guaranty. 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 10.01Section.

Guaranties. Each Parent and each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Guaranteed Obligations”"). Each Parent and each Subsidiary Guarantor further agrees that the Notes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Parent or such Subsidiary Guarantor and that Parent or such Subsidiary Guarantor will remain bound under this Article 10 11 notwithstanding any extension or renewal of any Notes Obligation. Each Parent and each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Guaranteed Obligations and also waives notice of protest for nonpayment. Each Parent and each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Guaranteed Obligations. The obligations of 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 this Indenture, the Notes Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guaranteed Obligations; or (f6) except as set forth in Section 10.0611.06, any change in the ownership of such a Subsidiary Guarantor. Each 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 Notes 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 Sections 8.01(b), 10.02 11.02 and 10.0611.06, the obligations of 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 Notes Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of 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 this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, 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 Parent or such Subsidiary Guarantor or would otherwise operate as a discharge of Parent or such Subsidiary Guarantor as a matter of law or equity. Each 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 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 Parent or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, 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 (1A) the unpaid amount of such Notes Guaranteed Obligations, (2B) accrued and unpaid interest on such Notes Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Notes Guaranteed Obligations of the Company to the Holders and the Trustee. 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 Notes Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of 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 Notes Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Notes Guaranteed Obligations as provided in Article 6, such Notes Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Parent or such Subsidiary Guarantor for the purposes of this Section 10.01Section. Each 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 10.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, 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 an interest on the Notes when due, whether at 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 obligations than this Section 10.19) that is effected in accordance with this Agreement. The liability of the Company ▇▇▇▇▇▇ Communications under this Indenture Agreement by reason of this Section 10.19 is primary, and the Notes and neither Buyer nor GateHouse Media shall be required to make any demand on Sellers for performance of any of its obligations under 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 this Indenture Agreement to GateHouse Media), and the Notes 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 “Notes Obligations”)other than this Section 10.19) that is effected in accordance with this Agreement. Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound The liability of GateHouse Media under this Article 10 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 Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company on Buyer for performance of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the Notes Obligations. The its obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this IndentureAgreement, the Notes nor to exhaust any legal, contractual or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescissionequitable remedies against Buyer, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, 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 Notes Obligations, (2) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01. 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 10.01GateHouse Media.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Securities Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Securities Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Notes Securities Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Securities Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Securities Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; , (b) any extension or renewal of any thereof; , (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; , (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Obligations; Securities Obligations or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Securities Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Securities Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 Notes 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Securities Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Securities Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1a) the unpaid amount of such Notes Securities Obligations, (2b) accrued and unpaid interest on such Notes Securities Obligations (but only to the extent not prohibited by law) and (3c) all other monetary Notes Securities Obligations of the Company to the Holders and the Trustee. 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 Notes Securities Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Securities Obligations guaranteed hereby, hereby and (yb) in the event of any declaration of acceleration of such Notes Securities Obligations as provided in Article 6Section 6.02, such Notes Securities Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, 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 other Borrowers hereunder: (i) each of the U.S. Borrowers and each of the U.S. 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 U.S. Borrower, such other Borrowers, and, in the case of the U.S. Guarantors, the Borrowers, and agrees that the due and punctual payment of principal of an interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Notes Obligations”). Each Subsidiary Guarantor further agrees that the Notes such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from such Subsidiary Guarantor it, and that such Subsidiary Guarantor it will remain bound under this Article 10 upon its guarantee hereunder notwithstanding any such extension or renewal of any Notes such Obligation. ; and (ii) each of the Canadian Borrowers and any Canadian Guarantor hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Canadian Obligations of, in the case of a Canadian Borrower, such other Canadian Borrowers and, in the case of any Canadian Guarantor, the Canadian Borrowers, and agrees that the due and punctual payment of such Canadian Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Canadian Obligations. (b) Each Subsidiary of the U.S. Borrowers and the Canadian Borrowers, and each U.S. Guarantor and Canadian Guarantor waives presentation presentment to, demand of, of payment from and protest to the Company any other Loan Party of any of the Notes Obligations Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the Notes Obligations. The obligations of each Subsidiary Guarantor the 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 this Indenture, the Notes 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 this IndentureAgreement, the Notes 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 Notes 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 Notes Obligations, of any of the Obligations or otherwise affecting any term of any of the Obligations; or (fviii) except as set forth any other act, omission or delay to do any other act which may or might in Section 10.06, any change in manner or to any extent vary the ownership risk of such Subsidiary Guarantor. Borrower or otherwise operate as 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 Subsidiary Guarantor of the 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 books of either Administrative Agent, the Issuing Bank or any Lender in favor of any Loan Party or any other Person. (d) The obligations of the Notes Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each 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 Notes Obligations or otherwise. Without limiting the generality any of the foregoingObligations, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, impossibility in the performance of any of the obligationsObligations or otherwise, or by any other act or thing or omission or delay to do any other act or thing which may or might except for the prior indefeasible payment in any manner or to any extent vary full in cash of all the risk Obligations. (e) Each of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor the 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 Notes 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 sums as provided above, all rights of the Trustee has at law or in equity Loan Parties, as the case may be, against any Subsidiary Guarantor other Loan Party arising as a result thereof by virtue hereofway 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, upon the failure Issuing Bank and the Lenders. (g) Nothing herein shall discharge or satisfy the liability of the Company to pay Loan Parties hereunder except the principal of or interest on any Notes Obligation when full performance and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, payment in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Notes Obligations, (2) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Obligations cash of the Company to the Holders and the Trustee. 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 Notes Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01. 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 10.01Obligations.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an of, premium, if any, and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 11 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee -67- 74 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 Notes 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 Sections 8.01(b)8.02, 10.02 11.02 and 10.0611.06, the obligations of 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the 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 such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 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 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 Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Notes Obligations, (2ii) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Obligations guaranteed Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Notes Obligations”). Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the Notes Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, 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 Notes Obligations, (2) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01. 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 10.01.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Guaranteed Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Notes Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this IndentureIndenture (including any Subsidiary Guarantor), the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guaranteed Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Guaranteed Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 Notes 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Guaranteed Obligation, 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 Notes Guaranteed Obligations, (2) accrued and unpaid interest on such Notes Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Guaranteed Obligations of the Company to the Holders and the Trustee. 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 Notes Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed herebyGuaranteed Obligations, and (y) in the event of any declaration of acceleration of such Notes Guaranteed Obligations as provided in Article 6, such Notes Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an of, premium, if any, and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Guaranteed Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 11 notwithstanding any extension or renewal of any Notes Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guaranteed Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes 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 Sections 8.01(b)8.2, 10.02 11.2 and 10.0611.6, the obligations of 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 Notes Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligationsGuaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 Notes 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 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 Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Guaranteed Obligation, 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 Hold- 100 ers or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Notes Guaranteed Obligations, (2ii) accrued and unpaid interest on such Notes Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Notes Guaranteed Obligations of the Company to the Holders and the Trustee. 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 Notes Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

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

Guaranties. Each Subsidiary Guarantor hereby unconditionally In guarantee of the performance of all of its obligations under this Agreement, the Lessee shall deposit the following guaranties upon signing this Agreement, as a pre-condition for taking possession of the Premises: A. An option to be granted to Rotem Local Communications Networks Ltd. (hereinafter: "Rotem"), or to such person as Rotem may instruct, for the purchase of 456 preference shares of NIS 1.00 par value each in the Lessee, at an exercise price of 1.00 NIS each. The Lessee undertakes that, in the event that an investment is made in the Lessee or shares in the Lessee (excluding options) are allotted at a share price of less than $160 per share, the number of shares as stated above shall be adjusted in such a way as the total value of the shares shall be at least $72,900. A condition of the said deed of option shall be that, upon receipt of notice from the Lessor that one of the events detailed in sub-Clause C below allowing the Lessor to exercise the Guaranties has occurred, the Lessor shall be entitled, immediately and irrevocably guarantees, jointly and severallywithout condition, to each Holder exercise the option at the price set forth above. The Lessee undertakes immediately to allot to Rotem or such person as it may instruct in writing, such number of preference shares the total value of which is at least $72,900, or at least 456 shares (even if their value is greater than $72,900). The value of the shares shall be determined in accordance with the share price in the most recent allotment of shares in the Lessee. The Lessor shall be authorized to review the Lessee's books once every three months. The Lessee shall transfer current reports setting out all investments made in the Lessee, for review by the Lessor. On the date of signing this Agreement, the Lessee shall provide the Lessor with minutes of a meeting of the board of directors of the Lessee approving the issue of the option and the option certificate. The Lessee promises to ensure the maintenance of the rights of the Lessor and of Rotem, or of any person acting on their behalf, under this sub-Clause, at all times and that such shall be mentioned and affirmed in any agreement to which the Lessee is a party and that such shall not be harmed for any reason. In the event of a purchase of more than 50% of the Lessee's assets and/or a merger of the Lessee with another company, the Lessee undertakes to (1) provide a bank guarantee to the Trustee Lessor as detailed below, or alternatively, at the Lessee's discretion, (2) to cause the option for the purchase of shares referred to in this Clause above to set out and deal with shares in the company that were purchased or merged with the Lessee as stated above, maintaining the monetary value of the option, viz. $72,900. The Lessee shall be entitled to convert its successors obligations under the aforementioned Clause, at any time, and assigns in any event shall be required to do so immediately at the end of 3 years from the date of signing of this Agreement, into an unconditional bank guarantee, the form of which shall be approved by the Lessor in writing in advance, and in the NIS equivalent of $72,900 for up to 3 months following the termination of the Lease Term. The Lessor shall return the deed of option to the Lessee in exchange for the bank guaranty as stated, or 3 months after the termination of the Lease Term, whichever is the earlier. B. A promissory note, in the NIS equivalent of the Lease Fees for 6 months, viz. NIS [handwritten number: 171,990] (a) hereinafter: "Promissory Note"). The Promissory Note shall be to the full order of the Lessor and punctual shall be negotiable. The sum of the Promissory Note shall be linked to the index, from the basic index through to the index known at the time of exercise of the Promissory Note. The date of payment of principal any Promissory Note shall be left blank and the Lessor may fill in the date of an interest payment at its discretion, in accordance with the terms of this Agreement. The Lessor may also write in any details not set out therein, so as to present it for payment. The Lessee's signature on this Agreement shall constitute its irrevocable permission to fill in the date of payment and any other detail as stated. All Promissory Notes shall be guaranteed by Air Optics Inc. The Promissory Note shall be in the form set out in Appendix E to this Agreement. Should the Lessee exercise its right to extend the Lease, the Lessee shall provide the Lessor with a new Promissory Note, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations terms set out above in respect of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods extended Lease Term together with notice of all other obligations exercise of such right, as a precondition of the Company under validity of such notice of exercise, or shall extend the validity of the Promissory Notes already provided to the Lessor. The replacement Promissory Notes or the existing Promissory Note with an attached extension document shall be known hereinafter as "Promissory Notes." C. Without derogating from the other provisions of this Indenture and Agreement, the Notes Lessor shall be authorized to exercise the Promissory Note and/or the Option (all hereinafter: "the foregoing being hereinafter collectively called the “Notes Obligations”Guaranties"). Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice at its election, and upon the giving of 7 days' advance notice, as follows: (1) In the event that the Premises are not vacated on the appointed date, the Lessor shall be authorized to exercise the Guaranties in whole or further assent from in part, in such Subsidiary Guarantor and a way that such Subsidiary Guarantor will remain bound the monies so paid shall be deemed, inter alia, to be Liquidated Damages, as set out in this Agreement. (2) Should the Lessee fail to make a payment under this Article 10 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation toAgreement, demand of, payment from and protest the Lessor shall be entitled to exercise the Guaranties up to the Company of any equivalent sum of the Notes Obligations payment owed together with linkage differentials, fines, interest for delay and also waives notice any other expense incurred by the Lessor. If non-payment constitutes a fundamental breach of protest this Agreement, the Lessor shall be entitled to exercise the Guaranties in the equivalent sum of the payment owed or the sum of the Agreed Indemnification under this Agreement, whichever is greater. (3) In the event of damage or loss caused to the Premises and/or the contents thereof for nonpaymentwhich the Lessee is liable, the Lessor shall be entitled to exercise the Guaranties in the sum equivalent to the repair of such. Each Subsidiary Guarantor waives notice of "Repair" may include replacement. Should the Lessee fail to pay the Lease Fees for a particular quarter on time, or does not pay any default other sum which it owes under the Notes or the Notes Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this IndentureAgreement, on time, the Notes Lessor shall be entitled, but not obligated, to offset any sum paid to it as stated above or any portion thereof, against the sum not paid on time, without derogating from any other agreement; (d) relief or remedy available to the release of Lessor under this Agreement and/or any security held by any Holder or law. If the Trustee Lessee paid the Lease Fees and other payments for which it is liable under this Agreement as required, such payments shall be deemed to have been full, complete and final for the 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 final quarter of the Notes Obligations; or Lease Term (f) except as set forth in Section 10.06, any change in whatever the ownership of such Subsidiary Guarantor. 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 Notes Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, 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 Notes Obligations, (2) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Obligations guaranteed hereby Lease Fees may be accelerated as provided in Article 6 for the purposes of at such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01. 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 10.01time).

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this the Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this the Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Notes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 Guaranty Agreement notwithstanding any extension or renewal of any Notes Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Guaranteed Obligations. The obligations of 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 or Guarantor) under this the Indenture, the Notes Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this the Indenture, the Notes Securities or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guaranteed Obligations; or (f6) except as set forth in Section 10.061.06 of this Guaranty Agreement, any change in the ownership of such Subsidiary Guarantor. 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 Notes Guaranteed Obligations. This Guaranty Agreement is, to the extent and in the manner set forth in Article 12 of the 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 Guarantor giving such Guaranty Agreement and such Guaranty Agreement is made subject to such provisions of the Indenture. Except as expressly set forth in Sections 8.01(b)) of the Indenture, 10.02 and 10.06Sections 1.02 and 1.06 of this Guaranty Agreement, the obligations of 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 Notes Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this the Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 Notes 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Notes Guaranteed Obligations, (2B) accrued and unpaid interest on such Notes Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Notes Guaranteed Obligations of the Company to the Holders and the Trustee. 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 of the Indenture. 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 Notes Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed herebyGuaranteed Obligations, and (yii) in the event of any declaration of acceleration of such Notes Guaranteed Obligations as provided in Article 66 of the Indenture, such Notes Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary Guarantor hereby ----------- unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer under this the Indenture and the Notes Securities to pay amounts to the Trustee or the Holders in respect of the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this the Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Indenture Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Indenture Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 the Indenture notwithstanding any extension or renewal of any Notes Indenture Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Notes Indenture Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Indenture Obligations. The obligations of 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 Issuer or any other Person under this the Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereofsuch claim, demand, right or remedy; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this the Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Indenture Obligations; or (f) except as set forth in subject to Section 10.062.06 of this Subsidiary Guaranty Agreement, any change in the ownership of such Subsidiary Guarantor. 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 Notes Indenture Obligations. Each Subsidiary Guaranty is, to the extent and in the manner set forth in Article 3, 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 Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of the Indenture. Except as shall be expressly set forth in Section 8.01(b) of the Indenture and as expressly set forth in Sections 8.01(b), 10.02 2.02 and 10.062.06 of this Subsidiary Guaranty Agreement, the obligations of 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 Notes Indenture Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this the Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 Notes Indenture Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of or interest on any Notes Indenture Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Indenture Obligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Notes Obligations, Indenture Obligations and (2ii) accrued and unpaid interest on such Notes Indenture Obligations (but only to the extent not prohibited by law) ). Each Subsidiary 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 3) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Indenture Obligations guaranteed Guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Indenture Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations obligations as provided in Article 66 of the Indenture, such Notes Indenture Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01. 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 10.01Section.

Guaranties. Each Subsidiary The New Guarantor hereby unconditionally and irrevocably guarantees, ---------- jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an (and premium, if any) and interest on the Notes Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this the Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this the Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Obligations”"). Each Subsidiary The New Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary the New Guarantor and that such Subsidiary the New Guarantor will remain bound under this Article 10 Supplemental Indenture notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary The New Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary The New Guarantor waives notice of any default under the Notes Securities or the Notes Obligations. The obligations of each Subsidiary the 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 this the Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this the Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary the New Guarantor. Each Subsidiary The 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 Notes Obligations. Except as expressly set forth in Sections 8.01(b)803, 10.02 1017, 1019, 1202 and 10.061203 of the Indenture, the obligations of each Subsidiary the 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary the 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 this the Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary the New Guarantor or would otherwise operate as a discharge of such Subsidiary the New Guarantor as a matter of law or equity. Each Subsidiary The 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 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 any Subsidiary the New Guarantor by virtue hereof, upon the failure of the Company to pay the principal of (or premium, if any) or interest on any Notes Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, each Subsidiary the 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 (1i) the unpaid amount of such Notes Obligations, (2ii) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Notes Obligations of the Company to the Holders and the Trustee. Each Subsidiary The 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 Notes Obligations guaranteed hereby may be accelerated as provided in Article 6 Five of the Indenture for the purposes of such Subsidiary the New Guarantor’s Subsidiary Guaranty 's Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations obligations as provided in Article 6Five of the Indenture, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary the New Guarantor for the purposes of this Section 10.01Section. Each Subsidiary The 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 10.011.

Guaranties. Each The New Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severallyseverally with the other Guarantors, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this the Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this the Indenture and the Notes (all the foregoing being hereinafter collectively called the “Notes Obligations”"GUARANTEED OBLIGATIONS"). Each The New Subsidiary Guarantor further agrees that the Notes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from such the New Subsidiary Guarantor and that such the New Subsidiary Guarantor will remain bound under this Article 10 Supplemental Indenture notwithstanding any extension or renewal of any Notes Guaranteed Obligation. Each 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 Notes Guaranteed Obligations and also waives notice of protest for nonpayment. Each To the fullest extent permitted by law, the New Subsidiary Guarantor waives notice of any default under the Notes or the Notes Guaranteed Obligations. The obligations of each 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 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 Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guaranteed Obligations; or (f) except as set forth in Section 10.0610.06 of the First Supplemental Indenture and Section 7 of this Supplemental Indenture, any change in the ownership of such the New Subsidiary Guarantor. Each 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 Notes 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 13.01(b) of the Base Indenture and Sections 8.01(b), 10.02 and 10.0610.06 of the First Supplemental Indenture and Section 7 of this Supplemental Indenture, to the fullest extent permitted by law, the obligations of each 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 Notes Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each 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 this the Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful wilful or otherwise, in the performance of the obligationsGuaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such the New Subsidiary Guarantor or would otherwise operate as a discharge of such the New Subsidiary Guarantor as a matter of law or equity. Each 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 Notes 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 any the New Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Guaranteed Obligation, each 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 (1) the unpaid amount of such Notes Guaranteed Obligations, (2) accrued and unpaid interest on such Notes Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Guaranteed Obligations of the Company to the Holders and the Trustee. Each The New Subsidiary Guarantor further 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 Notes Guaranteed Obligations guaranteed hereby 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 such the New Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed herebyGuaranteed Obligations, and (y) in the event of any declaration of acceleration of such Notes Guaranteed Obligations as provided in Article 65 of the Base Indenture, as amended by Article Five of the First Supplemental Indenture, such Notes Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such the New Subsidiary Guarantor for the purposes of this Section 10.01Supplemental Indenture. Each 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 10.012.

Guaranties. Each Parent and each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Guarantied Obligations”"). Each Parent and each Subsidiary Guarantor further agrees that the Notes Guarantied Obligations may be extended or renewed, in whole or in part, without notice or further assent from Parent or such Subsidiary Guarantor and that Parent or such Subsidiary Guarantor will remain bound under this Article 10 11 notwithstanding any extension or renewal of any Notes Guaranteed Obligation. Each Parent and each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Guarantied Obligations and also waives notice of protest for nonpayment. Each Parent and each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Guarantied Obligations. The obligations of 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 this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guarantied Obligations; or (f) except as set forth in Section 10.0611.06, any change in the ownership of such a Subsidiary Guarantor. Each 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 Notes 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 Sections 8.01(b), 10.02 11.02 and 10.0611.06, the obligations of 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 Notes Guarantied Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of 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 this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, 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 Parent or such Subsidiary Guarantor or would otherwise operate as a discharge of Parent or such Subsidiary Guarantor as a matter of law or equity. Each 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 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 Parent or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, 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 (1) the unpaid amount of such Notes Guarantied Obligations, (2) accrued and unpaid interest on such Notes Guarantied Obligations (but only to the extent not 91 prohibited by law) and (3) all other monetary Notes Guarantied Obligations of the Company to the Holders and the Trustee. 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 Notes Guarantied Obligations guaranteed Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of 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 Notes Guarantied Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Guarantied Obligations as provided in Article 6, such Notes Guarantied Obligations (whether or not due and payable) shall forthwith become due and payable by Parent or such Subsidiary Guarantor for the purposes of this Section 10.0111.01. Each 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 10.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder Lender and to the Trustee Administrative Agent and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Loans when due, whether at maturity, by acceleration, by redemption mandatory prepayment or otherwise, and all other monetary obligations of the Company Borrower under this Indenture Agreement and the 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 this Indenture Agreement and the Notes such other Bridge Loan Documents (all the foregoing being hereinafter collectively called the “Notes Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Notes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 X notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company Borrower of any of the Notes Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under on the Notes or the Notes Guaranteed Obligations. The obligations of 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 this IndentureAgreement, the Notes 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 this IndentureAgreement, the Notes 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 Notes 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 Notes Guaranteed Obligations; or (f6) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Guaranteed Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder Lender or the Trustee Administrative Agent to assert any claim or demand or to enforce any remedy under this IndentureAgreement, the Notes other Bridge Loan Documents or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the 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 such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 Notes 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Borrower to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption mandatory prepayment or otherwise, or to perform or comply with any other Notes Obligation, 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 (1A) the unpaid amount of such Notes Guaranteed Obligations, (2B) accrued and unpaid interest on such Notes Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Notes Guaranteed Obligations of the Company Borrower to the Holders Lenders and the TrusteeAdministrative Agent. Each Subsidiary Guarantor further 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 Notes Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 VII for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed herebyGuaranteed Obligations, and (yii) in the event of any declaration of acceleration of such Notes Guaranteed Obligations as provided in Article 6VII, such Notes Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary Subject to this Article Ten, each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuers under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuers under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Notes Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Notes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 Ten notwithstanding any extension or renewal of any Notes Guaranteed Obligation. Each 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 Notes Obligations and also waives Guaranteed Obligations, (ii) notice of protest for nonpayment. Each Subsidiary Guarantor waives nonpayment and (iii) notice of any default under the Notes or the Notes Guaranteed Obligations. The obligations of 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 Issuers or any other Person (including any Guarantor) under this Indenture, the Notes or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guaranteed Obligations; or (f6) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes 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 Sections 8.01(b8.01(B), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 Notes 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Issuers to pay the principal of or interest on any Notes Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Notes Guaranteed Obligations, and (2B) accrued and unpaid interest on such Notes Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Obligations of the Company to the Holders and the Trustee). 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 or Cash Equivalents of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article Eleven. 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 Notes Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Notes Guaranteed Obligations as provided in Article 6Six, such Notes Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary The New Guarantor hereby unconditionally and irrevocably guarantees, ----------- jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an (and premium, if any) and interest on the Notes Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this the Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this the Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Obligations”"). Each Subsidiary The New Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary the New Guarantor and that such Subsidiary the New Guarantor will remain bound under this Article 10 Supplemental Indenture notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary The New Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary The New Guarantor waives notice of any default under the Notes Securities or the Notes Obligations. The obligations of each Subsidiary the 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 this the Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this the Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary the New Guarantor. Each Subsidiary The 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 Notes Obligations. Except as expressly set forth in Sections 8.01(b)803, 10.02 1017, 1019, 1202 and 10.061203 of the Indenture, the obligations of each Subsidiary the 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary the 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 this the Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary the New Guarantor or would otherwise operate as a discharge of such Subsidiary the New Guarantor as a matter of law or equity. Each Subsidiary The 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 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 any Subsidiary the New Guarantor by virtue hereof, upon the failure of the Company to pay the principal of (or premium, if any) or interest on any Notes Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, each Subsidiary the 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 (1i) the unpaid amount of such Notes Obligations, (2) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01. 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 10.01.,

Guaranties. Each Subject to this Article Eleven, each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuers under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuers under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Notes Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Notes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 Eleven notwithstanding any extension or renewal of any Notes Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company Issuers of any of the Notes Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the Notes Guaranteed Obligations. The obligations of 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 Issuers or any other Person (including any Subsidiary Guarantor) under this Indenture, the Notes or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guaranteed Obligations; or (f6) except as set forth in Section 10.0611.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Guaranteed Obligations. Each Subordinated 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 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 Sections 8.01(b), 10.02 11.02 and 10.0611.06, the obligations of 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 Notes Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 Notes 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Issuers to pay the principal of or interest on any Notes Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Notes Guaranteed Obligations, and (2B) accrued and unpaid interest on such Notes Guaranteed Obligations (but only to the extent not prohibited by law) ). 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 (3) all other monetary Notes obligations to which the Guaranteed Obligations of the Company to the Holders and the Trusteeare subordinated as provided in Article Twelve. 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 Notes Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Notes Guaranteed Obligations as provided in Article 6Six, such Notes Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, 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 an and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Indenture Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Indenture Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 11 notwithstanding any extension or renewal of any Notes Indenture Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Indenture Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Indenture Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Indenture Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Indenture 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 in cash of all Obligations with respect to all Senior Indebtedness of the 89 81 Guarantor giving such Guaranty and each Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 8.01(b), 10.02 11.02 and 10.0611.06, the obligations of 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 Notes Indenture Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 Notes 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Indenture Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Indenture Obligation, 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 (1) the unpaid amount of such Notes Indenture Obligations, (2) accrued and unpaid interest on such Notes Indenture Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Indenture Obligations of the Company to the Holders and the Trustee. Each Subsidiary 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 12. Each Guarantor further agrees that, as 90 82 between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Notes Indenture Obligations guaranteed Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary 's Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Indenture Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations obligations as provided in Article 6, such Notes Indenture Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Guarantied Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Guarantied Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 11 notwithstanding any extension or renewal of any Notes Guarantied Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Guarantied Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Guarantied Obligations. The obligations of 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 91 Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guarantied Obligations; or (f) except as set forth in Section 10.0611.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Guarantied 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 Sections 4.14, 8.01(b), 10.02 11.02 and 10.0611.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any suspension, 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a 92 discharge of such Subsidiary Guarantor as a matter of law or equity. 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 Notes 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Guarantied Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Guarantied Obligation, 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 Notes Guarantied Obligations, (2) accrued and unpaid interest on such Notes Guarantied Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Guarantied Obligations of the Company to the Holders and the Trustee. 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 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 Notes Guarantied Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed herebyGuarantied Obligations, and (y) in the event of any declaration of acceleration of such Notes Guarantied Obligations as provided in Article 6, such Notes Guarantied Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, 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 an and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Indenture Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Indenture Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 11 notwithstanding any extension or renewal of any Notes Indenture Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Indenture Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Indenture Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Indenture Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Indenture 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 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 Sections 8.01(b), 10.02 11.02 and 10.0611.06, the obligations of 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 Notes Indenture Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 Notes 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Indenture Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Indenture Obligation, 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 (1) the unpaid amount of such Notes Indenture Obligations, (2) accrued and unpaid interest on such Notes Indenture Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Indenture Obligations of the Company to the Holders and the Trustee. Each Subsidiary 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 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 Notes Indenture Obligations guaranteed Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary 's Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Indenture Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations obligations as provided in Article 6, such Notes Indenture Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees(A) The Special Purpose Members, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) unconditionally guarantee the full and punctual payment of principal of an interest on the Notes when due, (whether at stated maturity, by acceleration, by redemption upon acceleration or otherwise) of the Secured Obligations (the "Guaranties"). Upon failure by the Borrower to pay punctually any such amount, the Grantors shall forthwith on demand pay the amount not so paid at the place and all other monetary in the manner specified in this Agreement. (B) The obligations of the Company under this Indenture Special Purpose Members hereunder shall be unconditional and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Notes Obligations”). Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in partabsolute and, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the Notes Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be released, discharged or impaired or otherwise affected by the failure by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any Holder or obligation of the Trustee to assert any claim or demand or to enforce any remedy Borrower under this IndentureAgreement, the Notes Inventory Credit Agreement or any Secured Obligation, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Agreement, the Inventory Credit Agreement or any Secured Obligation; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement, the Inventory Credit Agreement or any Secured Obligation; (iv) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the Borrower contained in this Agreement, the Inventory Credit Agreement or any Secured Obligation; (v) the existence of any claim, set-off or other rights which the Special Purpose Member may have at any time against the Borrower, the Agents, the L/C Issuing Banks or any Lender or any other agreementcorporation or person, by whether in connection herewith or any waiver or modification unrelated transactions, provided that nothing herein shall prevent the assertion of any thereofsuch claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower for any reason of this Agreement, by the Inventory Credit Agreement or any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 paymentSecured Obligation, or any part thereof, provision of principal of applicable law or interest on any Notes Obligation is rescinded or must otherwise be restored regulation purporting to prohibit the payment 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 Borrower of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Secured Obligation, 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 Notes Obligations, (2) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01. 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 10.01.; or

Guaranties. Each Subsidiary Subject to this Article Ten, each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuers under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuers under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Notes Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Notes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 Ten notwithstanding any extension or renewal of any Notes Guaranteed Obligation. Each 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 Notes Obligations and also waives Guaranteed Obligations, (ii) notice of protest for nonpayment. Each Subsidiary Guarantor waives nonpayment and (iii) notice of any default under the Notes or the Notes Guaranteed Obligations. The obligations of 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 Issuers or any other Person (including any Guarantor) under this Indenture, the Notes or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guaranteed Obligations; or (f6) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Guaranteed Obligations. Except as expressly set forth in Sections 8.01(b8.01(B), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 Notes 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Issuers to pay the principal of or interest on any Notes Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Notes Guaranteed Obligations, and (2B) accrued and unpaid interest on such Notes Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Obligations of the Company to the Holders and the Trustee). 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 or Cash Equivalents of all Guaranteed Obligations. 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 Notes Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Notes Guaranteed Obligations as provided in Article 6Six, such Notes Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 11 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes Securities or the Notes Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the 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 Notes Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes 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 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 Sections 4.15, 5.02 and 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Obligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Notes Obligations, (2ii) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 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 Notes Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Obligations obligations as provided in Article 6, such Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.

Guaranties. Each Subject to the provisions hereof and the Indenture, the Subsidiary Guarantor hereby fully and unconditionally and irrevocably guarantees, jointly and severallyseverally with the other Guarantors, to each Holder and to the Trustee and its successors and assigns (a) the full due and punctual payment of the principal of an of, premium, if any, and interest on the Notes when due, whether at maturity, by acceleration, by redemption redemption, repurchase or otherwise, and all other monetary obligations of the Company under this the Indenture and the Notes and (b) the full due and punctual performance within applicable grace periods of all other obligations of the Company under this the Indenture and the Notes (all the foregoing being hereinafter collectively called the “Notes Guaranteed Obligations”). Each The Subsidiary Guarantor further agrees that the Notes Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from such the Subsidiary Guarantor and that such the Subsidiary Guarantor will remain bound under this Article 10 Supplemental Indenture notwithstanding any extension or renewal of any Notes Guaranteed Obligation. Each To the fullest extent permitted by law, the Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Guaranteed Obligations and also waives notice of protest for nonpayment. Each To the fullest extent permitted by law, the Subsidiary Guarantor waives notice of any default under the Notes or the Notes Guaranteed Obligations. The obligations of each 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 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 Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guaranteed Obligations; or (f) except as set forth in Section 10.0611.04 of the Indenture and Section 7 of this Supplemental Indenture, any change in the ownership of such the Subsidiary Guarantor. Each 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 Notes Guaranteed Obligations. The Subsidiary Guaranty is, to the extent and in the manner set forth in Article Twelve of the 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 and the Subsidiary Guaranty is made subject to the provisions of the Indenture. Except as expressly set forth in Sections 8.01(b8.02(c), 10.02 11.02 and 10.0611.04 of the Indenture and Section 7 of this Supplemental Indenture, to the fullest extent permitted by law, the obligations of each 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 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 Notes Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each 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 this the Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful wilful or otherwise, in the performance of the obligationsGuaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such the Subsidiary Guarantor or would otherwise operate as a discharge of such the Subsidiary Guarantor as a matter of law or equity. Each 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 Notes 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 any the Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Guaranteed Obligation, each 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 Notes Guaranteed Obligations, (2) accrued and unpaid interest on such Notes Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Guaranteed Obligations of the Company to the Holders and the Trustee. Each The Subsidiary Guarantor further 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 Twelve of the Indenture. 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 Notes Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 Section 6.02 of the Indenture for the purposes of such the Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Obligations guaranteed herebyGuaranteed Obligations, and (y) in the event of any declaration of acceleration of such Notes Guaranteed Obligations as provided in Article 6Section 6.02 of the Indenture, such Notes Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such the Subsidiary Guarantor for the purposes of this Section 10.01Supplemental Indenture. Each The Subsidiary Guarantor also agrees to pay any and all reasonable and documented costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.012.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of an and interest on the Notes Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Notes "Guaranteed Obligations”"). Each Subsidiary Guarantor further agrees that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Notes Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives any notice not provided for in this Indenture of any default under the Notes Securities or the Notes Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereofsuch obligation; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Notes 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 Notes Guaranteed Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 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 Notes Guaranteed Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Notes Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 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 Notes 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 any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Notes Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Notes Guaranteed Obligation, 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 Notes Guaranteed Obligations, (2) accrued and unpaid interest on such Notes Obligations (but only to the extent not prohibited by law) and (3) all other monetary Notes Obligations of the Company to the Holders and the Trustee. 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 Notes Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Notes Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Notes Guaranteed Obligations as provided in Article 6, such Notes Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01Section. 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 10.01Section.