Common use of NOTATION OF GUARANTEE Clause in Contracts

NOTATION OF GUARANTEE. For value received, the undersigned Guarantor (which term includes any successor Person under the Indenture) has fully and unconditionally guaranteed, to the extent set forth in the Indenture, among the Company, the Guarantor and the Trustee and subject to the provisions in the Indenture and the terms of the Securities, (a) the due and punctual payment in full when due of the principal of, and interest on, the Securities, the Fundamental Change Purchase Price, the Settlement Amount, and all other amounts due and payable under the Indenture and the Securities by the Company and (b) in case of any extension of time of payment or renewal of any Obligations (with or without notice to the Guarantor), that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Maturity, by acceleration or otherwise. The obligations of the Guarantor to the Holders of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 16 of the Base Indenture and Article 10 of the Supplemental Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. Each Holder of a Security, by accepting the same, agrees to and shall be bound by such provisions. PENNYMAC MORTGAGE INVESTMENT TRUST Attest: Name: Title: By: Name: Title: ATTACHMENT 1 [FORM OF NOTICE OF EXCHANGE] To: PennyMac Corp. The undersigned Holder of this Security hereby irrevocably exercises the option to exchange this Security, or a portion hereof (which is such that the principal amount of the portion of this Security that will not be exchanged equals $1,000 or an integral multiple of $1,000 in excess thereof) below designated, into cash, Common Shares or a combination of cash and Common Shares, at the Company’s election, in accordance with the terms of the Indenture referred to in this Security, and directs that any cash payable and any Common Shares issuable and deliverable upon such exchange, together with and any cash in lieu of fractional shares, and any Securities representing any unexchanged principal amount hereof, be issued and/or delivered and/or paid, as the case may be, to the registered Holder hereof unless a different name is indicated below. Subject to certain exceptions set forth in the Indenture, if this notice is being delivered on a date after the Close of Business on a Regular Record Date and prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, this notice must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security to be exchanged. If any Common Shares are to be issued or any portion of this Security not exchanged are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect to such issuance and transfer as set forth in the Indenture. Principal amount to be exchanged (in an integral multiple of $1,000, if less than all): Signature(s) Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:

NOTATION OF GUARANTEE. For value received, the undersigned Guarantor (which term includes any successor Person person under the Indenture) has fully Indenture (as defined below)), jointly and severally, unconditionally guaranteedguarantees, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of February 12, 2018 (the “Base Indenture”) among Sotherly Hotels LP, as issuer (the “Company”), Sotherly Hotels Inc., as guarantor (the “Guarantor”) and Wilmington Trust, National Association, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture, dated as of February 12, 2018, (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company, the Guarantor and the Trustee and subject to the provisions in the Indenture and the terms of the Securities, (a) the due and punctual payment in full when due of the principal of, premium, if any, and interest onon the Notes, whether at maturity, by acceleration, redemption or otherwise, the Securitiesdue and punctual payment of interest on overdue principal and premium, if any, and, to the Fundamental Change Purchase Priceextent permitted by law, the Settlement Amountinterest, and the due and punctual performance of all other amounts due and payable under obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and the Securities by the Company and (b) in case of any extension of time of payment or renewal of any Obligations (with Notes or without notice to the Guarantor)any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Maturitystated maturity, by acceleration or otherwise. The obligations of the Guarantor to the Holders of Securities the Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 16 of the Base Indenture and Article 10 5 of the Supplemental Indenture Indenture, and reference is hereby made to the Indenture for the precise terms of the Guarantee. This Guarantee is subject to release as and to the extent set forth in Section 5.1 of the Supplemental Indenture and Section 12.4 of the Base Indenture. Each Holder of a SecurityNote, by accepting the same, agrees to and shall be bound by such provisions. PENNYMAC MORTGAGE INVESTMENT TRUST Attest: Name: Title: By: Name: Title: ATTACHMENT 1 [FORM OF NOTICE OF EXCHANGE] To: PennyMac Corp. The undersigned Holder of this Security hereby irrevocably exercises the option to exchange this Security, or a portion hereof (which is such that the principal amount of the portion of this Security that will Capitalized terms used herein and not be exchanged equals $1,000 or an integral multiple of $1,000 in excess thereof) below designated, into cash, Common Shares or a combination of cash and Common Shares, at the Company’s election, in accordance with the terms of the Indenture referred to in this Security, and directs that any cash payable and any Common Shares issuable and deliverable upon such exchange, together with and any cash in lieu of fractional shares, and any Securities representing any unexchanged principal amount hereof, be issued and/or delivered and/or paid, defined are used herein as the case may be, to the registered Holder hereof unless a different name is indicated below. Subject to certain exceptions set forth in the Indenture, if this notice is being delivered on a date after the Close of Business on a Regular Record Date and prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, this notice must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security to be exchanged. If any Common Shares are to be issued or any portion of this Security not exchanged are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect to such issuance and transfer as set forth so defined in the Indenture. Principal amount to be exchanged (in an integral multiple of $1,000, if less than all): Signature(s) Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:SOTHERLY HOTELS INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: COO

NOTATION OF GUARANTEE. For value received, the undersigned each Guarantor (which term includes any successor Person under the IndentureIndenture (defined below)) has fully has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture, among the Company, the Guarantor and the Trustee and subject to the provisions in the Indenture dated as of March 30, 2016, as supplemented by the First Supplemental Indenture dated as of March 30, 2016 (herein collectively called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among AMC Networks Inc., a Delaware corporation (the “Company”), the Guarantors and U.S. Bank National Association, as trustee (the terms of the Securities“Trustee”), (a) the due and punctual payment in full when due of the principal of, premium, if any, and interest onon the Notes of this series (as defined in the Indenture), the Securitieswhether at maturity, the Fundamental Change Purchase Priceby acceleration, the Settlement Amountredemption, or otherwise, and the due and punctual payment of interest on overdue principal, premium, if any, and interest on such Notes, if lawful (subject in all cases to any applicable grace periods provided in the Indenture and these Notes), and the due and punctual performance of all other amounts due and payable under obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and the Securities by the Company Notes and (b) in case of any extension of time of payment or renewal of any Obligations (with Notes or without notice to the Guarantor)any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Maturitystated maturity, by acceleration or otherwise. The obligations of the Guarantor to the Holders of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 16 of the Base Indenture and Article 10 of the Supplemental Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. Each Holder of a SecurityHolder, by accepting the same, (a) agrees to and shall be bound by such provisionsprovisions and (b) appoints the Trustee attorney-in-fact of such Holder for such purpose. PENNYMAC MORTGAGE INVESTMENT TRUST Attest: Name: Title: Each Guarantor, and by acceptance of Notes of this series, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute (i) a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, or any similar federal, state or foreign law to the extent applicable to its Note Guarantee or (ii) an unlawful distribution under any applicable state law prohibiting shareholder distributions by an insolvent subsidiary to the extent applicable to its Note Guarantee. IN WITNESS HEREOF, each Guarantor has caused this Notation of Guarantee to be signed manually or by facsimile by its duly authorized officers. 2ND PARTY LLC AMC FILM HOLDINGS LLC AMC NETWORK ENTERTAINMENT LLC AMC NETWORKS BROADCASTING & TECHNOLOGY AMC NETWORKS INTERNATIONAL LLC AMC/SUNDANCE CHANNEL GLOBAL NETWORKS LLC AMCN PROPERTIES LLC AMERICAN MOVIE CLASSICS IV HOLDING CORPORATION DIGITAL STORE LLC IFC ENTERTAINMENT HOLDINGS LLC IFC ENTERTAINMENT LLC IFC FILMS LLC IFC IN THEATERS LLC IFC PRODUCTIONS I L.L.C. IFC TELEVISION HOLDINGS LLC IFC THEATRES CONCESSIONS LLC IFC THEATRES, LLC IFC TV LLC IFC TV STUDIOS HOLDINGS LLC IPTV LLC RAINBOW FILM HOLDINGS LLC RAINBOW MEDIA ENTERPRISES, INC. RAINBOW MEDIA HOLDINGS LLC RAINBOW PROGRAMMING HOLDINGS LLC RMH GE HOLDINGS I, INC. RNC HOLDING CORPORATION RNC II HOLDING CORPORATION SELECTS VOD LLC SUNDANCE CHANNEL ASIA LLC SUNDANCE FILM HOLDINGS LLC SUNDANCETV LLC VOOM HD HOLDINGS LLC WE TV ASIA LLC WE TV HOLDINGS LLC WE TV LLC WEDDING CENTRAL LLC YEAH IPTV LLC, as Guarantors By: Name: Title: ATTACHMENT 1 [FORM OF NOTICE OF EXCHANGE] To: PennyMac Corp. The undersigned Holder of this Security hereby irrevocably exercises the option to exchange this Security, or a portion hereof (which is such that the principal amount of the portion of this Security that will not be exchanged equals $1,000 or an integral multiple of $1,000 in excess thereof) below designated, into cash, Common Shares or a combination of cash and Common Shares, at the Company’s election, in accordance with the terms of the Indenture referred to in this Security, and directs that any cash payable and any Common Shares issuable and deliverable upon such exchange, together with and any cash in lieu of fractional shares, and any Securities representing any unexchanged principal amount hereof, be issued and/or delivered and/or paidAMC TV STUDIOS LLC BADLANDS PRODUCTIONS I LLC COBALT PRODUCTIONS LLC CROSSED PENS DEVELOPMENT LLC DIPLOMAT PRODUCTIONS LLC EXPEDITION PRODUCTIONS I LLC GALYNTINE PRODUCTIONS LLC GEESE PRODUCTIONS LLC GROUND WORK PRODUCTIONS LLC HALT AND CATCH FIRE PRODUCTIONS LLC HALT AND CATCH FIRE PRODUCTIONS I LLC HALT AND CATCH FIRE PRODUCTIONS II LLC HALT AND CATCH FIRE PRODUCTIONS III LLC HAP AND XXXXXXX PRODUCTIONS I LLC KNIFEMAN PRODUCTIONS LLC KOPUS PRODUCTIONS LLC KOPUS PRODUCTIONS II LLC XXXXX XXX PROPERTIES LLC PHILLY PRODUCTIONS LLC PREMIER QUILLS LLC RECTIFY PRODUCTIONS LLC RECTIFY PRODUCTIONS II LLC RECTIFY PRODUCTIONS III LLC RECTIFY PRODUCTIONS IV LLC SUNDANCE CHANNEL ORIGINALS LLC THE SON PRODUCTIONS I LLC TURN PRODUCTIONS LLC TURN PRODUCTIONS I LLC TURN PRODUCTIONS II LLC TURN PRODUCTIONS III LLC TWD PRODUCTIONS LLC TWD PRODUCTIONS II LLC TWD PRODUCTIONS III LLC TWD PRODUCTIONS IV LLC TWD PRODUCTIONS V LLC TWD PRODUCTIONS VI LLC TWD PRODUCTIONS VII LLC, as the case may beGuarantors By: Name: Title: BENDERS PRODUCTIONS I LLC COMIC SCRIBE LLC FIVE FAMILIES PRODUCTIONS I LLC FIVE MOONS PRODUCTIONS I LLC IFC TV STUDIOS LLC PENS DOWN LLC RED MONDAY PROGRAMMING LLC ROUGHHOUSE PRODUCTIONS I LLC SLEUTH SECRETS PRODUCTIONS LLC WE TV STUDIOS LLC, to the registered Holder hereof unless a different name is indicated below. Subject to certain exceptions set forth in the Indentureas Guarantors By: Name: Title: MAKING WAVES STUDIO PRODUCTIONS LLC, if this notice is being delivered on a date after the Close of Business on a Regular Record Date and prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, this notice must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security to be exchanged. If any Common Shares are to be issued or any portion of this Security not exchanged are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect to such issuance and transfer as set forth in the Indenture. Principal amount to be exchanged (in an integral multiple of $1,000, if less than all): Signature(s) Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee ProgramsGuarantors By: Name: Title:

NOTATION OF GUARANTEE. For value received, Each of the undersigned Guarantor Guarantors listed below (hereinafter referred to as the “Guarantors,” which term includes any successor Person successors or assigns under the Indenture) has fully and unconditionally guaranteed, to dated the extent set forth in the Indenturedate hereof, among the CompanyGuarantors, the Guarantor Company (defined below) and Wilmington Trust, National Association, as trustee (the Trustee “Indenture”)), has irrevocably and subject to the provisions in the Indenture and the terms of the Securities, unconditionally guaranteed on a senior basis (ai) the due and punctual payment in full when due of the principal ofof and interest and premiums, if any, on the 5% Guaranteed Convertible Senior Secured Notes due 2018 (the “Notes”) when and as the same shall become due and payable, whether at the maturity, by acceleration, repurchase or otherwise, and interest onthe due and punctual performance of all other obligations of the Company to the Holders, the SecuritiesTrustee or the Collateral Trustee, (ii) the Fundamental Change Purchase Price, the Settlement Amount, and all other amounts due and payable Company’s obligations under the Indenture and the Securities by Notes to deliver any shares of Common Stock (or Reference Property) (and pay cash in lieu of any fractional share) upon any conversion of the Notes and to duly and punctually pay or deliver, as the case may be, all other amounts due or to become due in connection with the Indenture, the Notes, (iii) the due and punctual performance of all other obligations of the Company or any Guarantor to the Holders, the Trustee or the Collateral Trustee under the Indenture, the Notes, the Guarantees and the Collateral Documents, and (biv) in the case of any extension of time of payment or renewal of the Notes or any Obligations (with or without notice to the Guarantor)of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Maturitythe maturity or by acceleration, by acceleration repurchase or otherwise. The obligations of the Guarantor , in each case, all in accordance with and subject to the Holders terms and limitations of Securities this Note and to the Indenture, including Article 13 thereof. This Guarantee will not become effective until the Trustee pursuant to duly executes the certificate of authentication on this Note. This Guarantee and the Indenture are expressly set forth in Article 16 of the Base Indenture and Article 10 of the Supplemental Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. Each Holder of a Security, by accepting the same, agrees to and shall be bound governed by such provisions. PENNYMAC MORTGAGE INVESTMENT TRUST Attest: Name: Title: By: Name: Title: ATTACHMENT 1 [FORM OF NOTICE OF EXCHANGE] To: PennyMac Corp. The undersigned Holder of this Security hereby irrevocably exercises the option to exchange this Security, or a portion hereof (which is such that the principal amount of the portion of this Security that will not be exchanged equals $1,000 or an integral multiple of $1,000 in excess thereof) below designated, into cash, Common Shares or a combination of cash and Common Shares, at the Company’s election, construed in accordance with the terms laws of the Indenture referred State of New York, without regard to in this Security, and directs that any cash payable and any Common Shares issuable and deliverable upon such exchange, together with and any cash in lieu conflict of fractional shares, and any Securities representing any unexchanged principal amount hereof, be issued and/or delivered and/or paid, as law principles thereof. THE TERMS OF ARTICLE 13 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the case may be, to the registered Holder hereof unless a different name is indicated below. Subject to certain exceptions set forth same meanings given in the Indenture, if this notice is being delivered on a date after the Close of Business on a Regular Record Date and prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, this notice must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security to be exchanged. If any Common Shares are to be issued or any portion of this Security not exchanged are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect to such issuance and transfer as set forth in the Indenture. Principal amount to be exchanged (in an integral multiple of $1,000, if less than all): Signature(s) Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:Indenture unless otherwise indicated.

NOTATION OF GUARANTEE. For value received, the undersigned Guarantor (which term includes any successor Person under the Indenture) has fully and unconditionally guaranteed, to the extent set forth in the Indenture, among the Company, the Guarantor and the Trustee and subject to the provisions in the Indenture and the terms of the Securities, (a) the due and punctual payment in full when due of the principal of, and interest on, the Securities, the Fundamental Change Purchase Price, the Settlement Amount, and all other amounts due and payable under the Indenture and the Securities by the Company and (b) in case of any extension of time of payment or renewal of any Obligations (with or without notice to the Guarantor), that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Maturity, by acceleration or otherwise. The obligations of the Guarantor to the Holders of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 16 of the Base Indenture and Article 10 of the Supplemental Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. Each Holder of a Security, by accepting the same, agrees to and shall be bound by such provisions. PENNYMAC MORTGAGE INVESTMENT TRUST Attest: By: Name: Name: Title: By: Name: Title: ATTACHMENT 1 [FORM OF NOTICE OF EXCHANGE] To: PennyMac Corp. The undersigned Holder of this Security hereby irrevocably exercises the option to exchange this Security, or a portion hereof (which is such that the principal amount of the portion of this Security that will not be exchanged equals $1,000 or an integral multiple of $1,000 in excess thereof) below designated, into cash, Common Shares or a combination of cash and Common Shares, at the Company’s election, in accordance with the terms of the Indenture referred to in this Security, and directs that any cash payable and any Common Shares issuable and deliverable upon such exchange, together with and any cash in lieu of fractional shares, and any Securities representing any unexchanged principal amount hereof, be issued and/or delivered and/or paid, as the case may be, to the registered Holder hereof unless a different name is indicated below. Subject to certain exceptions set forth in the Indenture, if this notice is being delivered on a date after the Close of Business on a Regular Record Date and prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, this notice must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security to be exchanged. If any Common Shares are to be issued or any portion of this Security not exchanged are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect to such issuance and transfer as set forth in the Indenture. Principal amount to be exchanged (in an integral multiple of $1,000, if less than all): Signature(s) Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:

NOTATION OF GUARANTEE. For value received, The Guarantors listed below (hereinafter referred to as the undersigned Guarantor ("Guarantors," which term includes any successor Person successors or assigns under the Indenture) has fully and unconditionally guaranteedAgreement, to dated the extent set forth in the Indenturedate hereof, among the Company, the Guarantor Guarantors named therein, HealthCare Royalty Partners II, L.P., HCRP Overflow Fund, L.P. and MOLAG Healthcare Royalty, LLC, each as Holder (each a "Holder" and collectively, "Holders") (the Trustee "Agreement")), have jointly, severally, irrevocably and subject to unconditionally guaranteed on a senior unsubordinated basis the provisions Guarantee Obligations (as defined in the Indenture and the terms Section 12.01 of the SecuritiesAgreement), which include (ai) the due and punctual payment in and/or full when due performance of the principal of, with respect to, and interest on, the Securities8.0% Convertible Senior Notes due 2019 (the "Notes"), whether at maturity, by acceleration, upon redemption, upon conversion or otherwise, the Fundamental Change Purchase Price, due and punctual payment of interest on the Settlement Amountoverdue principal and (to the extent permitted by law) interest on any interest on the Notes, and the due and punctual performance of all other amounts due and payable under obligations of the Indenture and Company, to the Securities by Holders all in accordance with the Company terms set forth in Article 12 of the Agreement, and (bii) in case of any extension of time of payment or renewal of any Obligations (with Notes or without notice to the Guarantor)any such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Maturitymaturity, by acceleration acceleration, call for redemption or otherwise. The obligations of the Guarantor Guarantors to the Holders of Securities and to the Trustee pursuant to the this Guarantee and the Indenture Agreement are expressly set forth in Article 16 12 of the Base Indenture and Article 10 of the Supplemental Indenture Agreement and reference is hereby made to the Indenture such Agreement for the precise terms of the this Guarantee. Each No past, present or future trustee, officer, employee, incorporator or shareholder (direct or indirect) of the Guarantors (or any such successor entities), as such, shall have any liability for any obligations of the Guarantors under this Guarantee or the Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. The Guarantors as principal obligors and as separate and independent obligations and liability from their other obligations and liabilities under the Agreement jointly and severally agree to indemnify and keep indemnified each Holder in full and on demand in respect of the performance and discharge of the Guarantee Obligations (except where the Company's failure to perform or discharge the Guarantee Obligations results from such Holder's failure to comply with its obligations under the Agreement or the Company contesting any payment or part of a Security, by accepting the same, agrees to payment in good faith). This is a continuing Guarantee and shall remain in full force and effect and shall be bound by such provisions. PENNYMAC MORTGAGE INVESTMENT TRUST Attest: Name: Title: By: Name: Title: ATTACHMENT 1 [FORM OF NOTICE OF EXCHANGE] To: PennyMac Corp. The undersigned Holder binding upon the Guarantors and their successors and assigns until full and final payment of this Security hereby irrevocably exercises the option to exchange this Security, or a portion hereof (which is such that the principal amount all of the portion of this Security that will not be exchanged equals $1,000 Company's obligations under the Notes and Agreement or an integral multiple of $1,000 in excess thereof) below designated, into cash, Common Shares or a combination of cash and Common Shares, at the Company’s election, until legally discharged in accordance with the terms Agreement and shall inure to the benefit of the Indenture referred successors and assigns of the Holders, and, in the event of any transfer or assignment of rights by any Holder, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in this Securitysuch transferee or assignee, and directs that any cash payable and any Common Shares issuable and deliverable upon such exchange, together with and any cash in lieu of fractional shares, and any Securities representing any unexchanged principal amount hereof, be issued and/or delivered and/or paid, as the case may be, all subject to the registered Holder hereof unless terms and conditions hereof. This is a different name is indicated belowGuarantee of payment and performance and not of collectability. Subject to certain exceptions set forth in This Guarantee shall not be valid or obligatory for any purpose until the Indenture, if this notice is being delivered on a date after the Close certificate of Business on a Regular Record Date and prior to the Open of Business authentication on the Interest Payment Date corresponding to such Regular Record Date, Note upon which this notice must be accompanied Guarantee is noted shall have been executed by payment of an amount equal to the interest payable on such Interest Payment Date on Company under the principal amount of this Security to be exchanged. If any Common Shares are to be issued Agreement by the manual or any portion of this Security not exchanged are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect to such issuance and transfer as set forth in the Indenture. Principal amount to be exchanged (in an integral multiple of $1,000, if less than all): Signature(s) Signature(s) must be guaranteed by an institution which is a member facsimile signature of one of its authorized officers. THE TERMS OF ARTICLE 12 OF THE AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the following recognized signature Guarantee Programs:same meanings given in the Agreement unless otherwise indicated. This document has been executed as a deed and is delivered and takes effect on the date stated below.

NOTATION OF GUARANTEE. For value received, the undersigned Guarantor (which term includes any successor Person under the Indenture) has As more fully and unconditionally guaranteed, to the extent set forth in the Indenture, among to the Companyextent permitted by law, each of the Guarantor Guarantors from time to time, in accordance with Article X of the Indenture, unconditionally and jointly and severally guarantees, to each Holder of a Note authenticated and delivered by the Trustee and subject to the provisions in the Indenture Trustee and the terms of the Securitiesits successors and assigns, that: (a) the due and punctual payment in full when due of the principal of, and premium, if any, Liquidated Damages, if any, and interest onon the Notes will be duly and punctually paid in full when due, whether at maturity, by acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer, upon a Selmer Notes Redemption Offer or otherwise, and interest on overdue principal of, and premium, if any, Liquidated Damages, if any and (to the Securitiesextent permitted by law and the Indenture) interest on any interest, if any, on the Fundamental Change Purchase Price, the Settlement Amount, Notes and all other amounts due and payable obligations of the Company to the Holders or the Trustee hereunder or under the Indenture and Notes (including fees, expenses or other) will be promptly paid in full or performed, all in accordance with the Securities by the Company terms hereof; and (b) in case of any extension of time of payment or renewal of any Obligations (with Notes or without notice to the Guarantor)any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Maturitystated maturity, by acceleration acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer, upon a Selmer Notes Redemption Offer or otherwise. , provided, however, that The obligations Selmer Company, Inc., Xxxxxxx Musical Instruments, Inc., The Steinway Piano Company, Inc., Steinway, Inc., The SMI Trust, S&B Retail, Inc., Boston Piano Company, Inc., The O.S. Xxxxx Corporation, The O.S. Xxxxx Company, United Musical Instruments Holdings, Inc. and United Musical Instruments USA, Inc. have irrevocably and unconditionally guaranteed on a senior basis the Guarantee Obligations (as defined in Section 10.1 of the Guarantor Indenture) only to the Holders of Securities and to extent: (1) the Trustee indebtedness represented by the Guarantee may be incurred pursuant to Section 4.09 of the Selmer Indenture; (2) the investment represented by the Guarantee and the Indenture are expressly set forth in Article 16 may be made pursuant to Section 4.07 of the Base Indenture and Article 10 Selmer Indenture; (3) the Guarantee is a transaction permitted under Section 4.11 of the Supplemental Selmer Indenture; and (4) the Guarantee is otherwise permitted by the Selmer Indenture; in each case, so long as the Selmer Indenture and reference is hereby made applicable, if at all; and, if the Selmer Notes are deemed to the Indenture for the precise terms of the Guarantee. Each Holder of a Security, by accepting the same, agrees be no longer outstanding pursuant to and shall be bound by such provisions. PENNYMAC MORTGAGE INVESTMENT TRUST Attest: Name: Title: By: Name: Title: ATTACHMENT 1 [FORM OF NOTICE OF EXCHANGE] To: PennyMac Corp. The undersigned Holder of this Security hereby irrevocably exercises the option to exchange this Security, or a portion hereof (which is such that the principal amount of the portion of this Security that will not be exchanged equals $1,000 or an integral multiple of $1,000 in excess thereof) below designated, into cash, Common Shares or a combination of cash and Common Shares, at the Company’s election, in accordance with the terms of the Indenture referred to in this SecuritySelmer Indenture, including as a result of the redemption of all of the outstanding Selmer Notes, then there shall be no such limit on such Guarantee. When a successor assumes all the obligations of its predecessor under the Notes and directs that any cash payable and any Common Shares issuable and deliverable upon such exchange, together with and any cash in lieu of fractional shares, and any Securities representing any unexchanged principal amount hereof, be issued and/or delivered and/or paid, as the case may be, to the registered Holder hereof unless a different name is indicated below. Subject to certain exceptions set forth in the Indenture, if this notice is being delivered on a date after the Close of Business on a Regular Record Date and prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, this notice must predecessor will be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security to be exchanged. If any Common Shares are to be issued or any portion of this Security not exchanged are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect to such issuance and transfer as set forth in the Indenture. Principal amount to be exchanged (in an integral multiple of $1,000, if less than all): Signature(s) Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:released from those obligations.

NOTATION OF GUARANTEE. For value received, the undersigned each Guarantor (which term includes any successor Person under the IndentureIndenture (defined below)) has fully has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture, among the Company, the Guarantor and the Trustee and subject to the provisions in the Indenture dated as of December 17, 2012, as supplemented by the First Supplemental Indenture dated as of December 17, 2012 (herein collectively called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among AMC Networks Inc., a Delaware corporation (the “Company”), the Guarantors and U.S. Bank National Association, as trustee (the terms of the Securities“Trustee”), (a) the due and punctual payment in full when due of the principal of, premium, if any, and interest onon the Notes of this series (as defined in the Indenture), the Securitieswhether at maturity, the Fundamental Change Purchase Priceby acceleration, the Settlement Amountredemption, or otherwise, and the due and punctual payment of interest on overdue principal, premium, if any, and interest on such Notes, if lawful (subject in all cases to any applicable grace periods provided in the Indenture and these Notes), and the due and punctual performance of all other amounts due and payable under obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and the Securities by the Company Notes and (b) in case of any extension of time of payment or renewal of any Obligations (with Notes or without notice to the Guarantor)any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Maturitystated maturity, by acceleration or otherwise. The obligations of the Guarantor to the Holders of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 16 of the Base Indenture and Article 10 of the Supplemental Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. Each Holder of a SecurityHolder, by accepting the same, (a) agrees to and shall be bound by such provisionsprovisions and (b) appoints the Trustee attorney-in-fact of such Holder for such purpose. PENNYMAC MORTGAGE INVESTMENT TRUST AttestEach Guarantor, and by acceptance of Notes of this series, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute (i) a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, or any similar federal, state or foreign law to the extent applicable to its Note Guarantee or (ii) an unlawful distribution under any applicable state law prohibiting shareholder distributions by an insolvent subsidiary to the extent applicable to its Note Guarantee. IN WITNESS HEREOF, each Guarantor has caused this Notation of Guarantee to be signed manually or by facsimile by its duly authorized officers. 11 PENN TV, LLC AMC FILM HOLDINGS LLC AMC NETWORK ENTERTAINMENT LLC AMC NETWORKS BROADCASTING & TECHNOLOGY AMC/SUNDANCE CHANNEL GLOBAL NETWORKS LLC AMERICAN MOVIE CLASSICS IV HOLDING CORPORATION DIGITAL STORE LLC IFC ENTERTAINMENT HOLDINGS LLC IFC ENTERTAINMENT LLC IFC FILMS LLC IFC IN THEATERS LLC IFC PRODUCTIONS I L.L.C. IFC THEATRES CONCESSIONS LLC IFC THEATRES, LLC IPTV LLC LS VOD COMPANY LLC LS VOD HOLDINGS LLC RAINBOW FILM HOLDINGS LLC RAINBOW MEDIA ENTERPRISES, INC. RAINBOW MEDIA HOLDINGS LLC RAINBOW NATIONAL SERVICES LLC RAINBOW PROGRAMMING HOLDINGS LLC RMH GE HOLDINGS I, INC. RNC HOLDING CORPORATION RNC II HOLDING CORPORATION SELECTS VOD LLC SPORTS ON DEMAND LLC SUNDANCE CHANNEL ASIA LLC SUNDANCE CHANNEL EUROPE LLC SUNDANCE CHANNEL L.L.C. SUNDANCE FILM HOLDINGS LLC THE INDEPENDENT FILM CHANNEL LLC VOOM HD HOLDINGS LLC WE TV ASIA LLC WE: Name: Title: WOMEN’S ENTERTAINMENT LLC WEDDING CENTRAL LLC YEAH IPTV LLC, as Guarantors By: Name: Xxxx X. Xxxxxxxx Title: ATTACHMENT 1 [FORM OF NOTICE OF EXCHANGE] To: PennyMac Corp. The undersigned Holder of this Security hereby irrevocably exercises the option to exchange this Security, or a portion hereof (which is such that the principal amount of the portion of this Security that will not be exchanged equals $1,000 or an integral multiple of $1,000 in excess thereof) below designated, into cash, Common Shares or a combination of cash Executive Vice President and Common Shares, at the Company’s election, in accordance with the terms of the Indenture referred to in this Security, and directs that any cash payable and any Common Shares issuable and deliverable upon such exchange, together with and any cash in lieu of fractional shares, and any Securities representing any unexchanged principal amount hereof, be issued and/or delivered and/or paidChief Financial Officer AMC TELEVISION PRODUCTIONS LLC MAKING WAVES STUDIO PRODUCTIONS LLC, as the case may beGuarantors By: Name: Xxxx Xxxxxx Title: Senior Vice President CROSSED PENS DEVELOPMENT LLC FIVE MOONS PRODUCTIONS I LLC HALT AND CATCH FIRE PRODUCTIONS I LLC XXXXX XXX PROPERTIES LLC PHILLY PRODUCTIONS LLC RECTIFY PRODUCTIONS LLC RECTIFY PRODUCTIONS II LLC RED MONDAY PROGRAMMING LLC SLEUTH SECRETS PRODUCTIONS LLC TURN PRODUCTIONS I LLC TWD PRODUCTIONS LLC TWD PRODUCTIONS II LLC TWD PRODUCTIONS III LLC TWD PRODUCTIONS IV LLC, to the registered Holder hereof unless a different name is indicated below. Subject to certain exceptions set forth in the Indenture, if this notice is being delivered on a date after the Close of Business on a Regular Record Date and prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, this notice must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security to be exchanged. If any Common Shares are to be issued or any portion of this Security not exchanged are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect to such issuance and transfer as set forth in the Indenture. Principal amount to be exchanged (in an integral multiple of $1,000, if less than all): Signature(s) Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:Guarantors By: Name: Xxxxxx Xxxxxxxxx Title: Senior Vice President

NOTATION OF GUARANTEE. For value received, Each of the undersigned Guarantor (which term includes any successor Person under the Indenture“Guarantors”) has fully hereby jointly and severally unconditionally guaranteedguarantees, to the extent set forth in the IndentureIndenture dated as of February [24], 2012 by and among the CompanyXxxxxxx Xxxx Homes, Inc., as issuer, the Guarantor Guarantors, as guarantors, and U.S. Bank National Association, as Note Trustee and Collateral Trustee (as amended, restated or supplemented from time to time, the Trustee “Indenture”), and subject to the provisions in the Indenture and the terms of the SecuritiesIndenture, (a) the due and punctual payment in full when due of the principal of, and premium, if any, and interest onon the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the Securitiesdue and punctual payment of interest on overdue principal of, and premium and interest on the Notes, to the extent lawful, and the due and punctual payment of all Obligations and due and punctual performance of all other obligations of the Issuer to the Holders, the Fundamental Change Purchase PriceNote Trustee or the Collateral Trustee, all in accordance with the Settlement Amountterms set forth in Article Ten of the Indenture, and all other amounts due and payable under the Indenture and the Securities by the Company and (b) in case of any extension of time of payment or renewal of any Obligations (with Notes or without notice to the Guarantor)any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Maturitystated maturity, by acceleration or otherwise. The obligations of the Guarantor Guarantors to the Holders of Securities Holders, to the Note Trustee and to the Collateral Trustee pursuant to the this Guarantee and the Indenture are expressly set forth in Article 16 Ten of the Base Indenture and Article 10 of the Supplemental Indenture Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of the this Guarantee. Each Holder of a Securitythe Note to which this Guarantee is endorsed, by accepting the samesuch Note, agrees to and shall be bound by such provisions. PENNYMAC MORTGAGE INVESTMENT TRUST Attest: Name: Title: By: Name: Title: ATTACHMENT 1 [FORM OF NOTICE OF EXCHANGE] To: PennyMac Corp. The undersigned Holder To the extent that any provision of this Security hereby irrevocably exercises Guarantee conflicts with the option to exchange this Security, or a portion hereof (which is such that the principal amount express provisions of the portion of this Security that will not be exchanged equals $1,000 or an integral multiple of $1,000 in excess thereof) below designatedIndenture, into cash, Common Shares or a combination of cash and Common Shares, at the Company’s election, in accordance with the terms provisions of the Indenture referred to in this Security, and directs that any cash payable and any Common Shares issuable and deliverable upon such exchange, together with and any cash in lieu of fractional shares, and any Securities representing any unexchanged principal amount hereof, be issued and/or delivered and/or paid, as the case may be, to the registered Holder hereof unless a different name is indicated below. Subject to certain exceptions set forth in the Indenture, if this notice is being delivered on a date after the Close of Business on a Regular Record Date and prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, this notice must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security to be exchanged. If any Common Shares are to be issued or any portion of this Security not exchanged are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect to such issuance and transfer as set forth in the Indenture. Principal amount to be exchanged (in an integral multiple of $1,000, if less than all): Signature(s) Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:shall govern.

NOTATION OF GUARANTEE. For value received, the undersigned Guarantor (which term includes any successor Person under the Indenture) has fully and unconditionally guaranteed, to the extent set forth in the Indenture, among the Company, the Guarantor and the Trustee and subject to the provisions in the Indenture and the terms of the Securities, (a) the due and punctual payment in full when due of the principal of, and interest on, the Securities, the Fundamental Change Purchase Price, the Settlement Amount, and all other amounts due and payable under the Indenture and the Securities by the Company and (b) in case of any extension of time of payment or renewal of any Obligations (with or without notice to the Guarantor), that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Maturity, by acceleration or otherwise. The obligations of the Guarantor to the Holders of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 16 of the Base Indenture and Article 10 of the Supplemental Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. Each Holder of a Security, by accepting the same, agrees to and shall be bound by such provisions. PENNYMAC MORTGAGE INVESTMENT TRUST Attest: By: Name: Name: Title: By: Name: Title: ATTACHMENT 1 [FORM OF NOTICE OF EXCHANGE] To: PennyMac Corp. The undersigned Holder of this Security hereby irrevocably exercises the option to exchange this Security, or a portion hereof (which is such that the principal amount of the portion of this Security that will not be exchanged equals $1,000 or an integral multiple of $1,000 in excess thereof) below designated, into cash, for Common Shares or a combination and any cash in lieu of cash and Common Shares, at the Company’s election, fractional shares in accordance with the terms of the Indenture referred to in this Security, and directs that any cash payable and any Common Shares issuable and deliverable upon such exchange, together with and any cash in lieu of fractional sharesshares payable upon exchange, and together with any Securities representing any unexchanged principal amount hereof, be issued and/or delivered and/or paid, as the case may be, to the registered Holder hereof unless a different name is indicated below. Subject to certain exceptions set forth in the Indenture, if this notice is being delivered on a date after the Close of Business on a Regular Record Date and prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, this notice must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security to be exchanged. If any Common Shares are to be issued or any portion of this Security not exchanged are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect to such issuance and transfer as set forth in the Indenture. Principal amount to be exchanged (in an integral multiple of $1,000, if less than all): Signature(s) Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:

NOTATION OF GUARANTEE. For value received, the undersigned Guarantor (which term includes any successor Person under the Indenture) has As more fully and unconditionally guaranteed, to the extent set forth in the Indenture, among each of the CompanyGuarantors from time to time, in accordance with the Guarantor provisions of the Indenture, shall irrevocably and unconditionally and jointly and severally guarantee, in accordance with Article XI of the Indenture, to each Holder of a Note authenticated and delivered by the Trustee and subject to the provisions in the Indenture Trustee and the terms of the Securitiesits successors and assigns, that: (a) the due and punctual payment in full when due of the principal of, and interest onpremium, the Securitiesif any, the Fundamental Change Purchase PriceLiquidated Damages, the Settlement Amountif any, and interest on the Notes will be paid on a senior subordinated basis in full when due, whether at the Maturity Date or Interest Payment Date, by acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise; (b) all other amounts due and payable obligations of the Company to the Holders or the Trustee under the Indenture or under the Notes (including fees, expenses or other) will be promptly paid in full or performed, all in accordance with the terms of the Indenture and the Securities by the Company Notes; and (bc) in case of any extension of time of payment or renewal of any Obligations (with Notes or without notice to the Guarantor)any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Maturitymaturity, by acceleration acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise. The obligations of the each Guarantor under its Guarantee are subordinated in right of payment to the Holders prior payment in full of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly all obligations in respect of Senior Debt of such Guarantor as set forth in Section 11.5 and Article 16 XII of the Base Indenture and Article 10 of the Supplemental Indenture and reference is hereby made shall cease to the Indenture for the precise terms of the Guarantee. Each Holder of a Securityapply, by accepting the same, agrees to and shall be bound by such provisions. PENNYMAC MORTGAGE INVESTMENT TRUST Attest: Name: Title: By: Name: Title: ATTACHMENT 1 [FORM OF NOTICE OF EXCHANGE] To: PennyMac Corp. The undersigned Holder of this Security hereby irrevocably exercises the option null and void, with respect to exchange this Securityany Guarantor who, or a portion hereof (which is such that the principal amount pursuant to Article XI of the portion of this Security that will not Indenture, is released from its Guarantee or whose Guarantee otherwise ceases to be exchanged equals $1,000 or an integral multiple of $1,000 in excess thereof) below designated, into cash, Common Shares or a combination of cash and Common Shares, at the Company’s election, in accordance with applicable pursuant to the terms of the Indenture referred to in this Security, Indenture. When a successor assumes all the obligations of its predecessor under the Notes and directs that any cash payable and any Common Shares issuable and deliverable upon such exchange, together with and any cash in lieu of fractional shares, and any Securities representing any unexchanged principal amount hereof, be issued and/or delivered and/or paid, as the case may be, to the registered Holder hereof unless a different name is indicated below. Subject to certain exceptions set forth in the Indenture, if this notice is being delivered on a date after the Close of Business on a Regular Record Date and prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, this notice must predecessor will be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security to be exchanged. If any Common Shares are to be issued or any portion of this Security not exchanged are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect to such issuance and transfer as set forth in the Indenture. Principal amount to be exchanged (in an integral multiple of $1,000, if less than all): Signature(s) Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:released from those obligations.