Common use of Note Guarantee Clause in Contracts

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3), premium, if any, and interest on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, each Guarantor hereby agrees that its Note Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Note Guarantee.

Note Guarantee. By its execution hereof, each the Guarantor acknowledges and agrees that it receives substantial the Notes shall be entitled to the benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefitsof a Guarantee. Accordingly, subject to the provisions of this Article 15Article, each the Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3IV), premium, if any, and interest interest, if any, on the Notes shall be duly and punctually paid in full when due, whether at the Maturity DateStated Maturity, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity DateStated Maturity, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof this Article (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15Article, each the Guarantor hereby agrees that its Note Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer Company (each, a “Benefited Party”) to proceed against the Issuer Company or any other Person person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person person or Persons persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person person or Personspersons; (c) demand, protest and notice of any kind (except as expressly required by this the Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such the Guarantor, the IssuerCompany, any Benefited Party, any creditor of such the Guarantor or the Issuer Company or on the part of any other Person person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each The Guarantor hereby covenants that, except as otherwise provided therein, its Note the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7the Indenture. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer Company or the GuarantorsGuarantor, or any trustee or similar official acting in relation to either the Issuer Company or the GuarantorsGuarantor, any amount paid by the Issuer Company or the Guarantors Guarantor to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof VI of the Base Indenture for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereofVI of the Base Indenture, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purpose of the Note Guarantee.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15Ten, each Subsidiary Guarantor hereby hereby, jointly and severally, fully and unconditionally guarantees Guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent Notes hereunder and delivered by to the Trustee and its successors and assigns thaton behalf of the Holders: (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, on and interest on each Note, when and as the Notes same shall be duly become due and punctually paid in full when duepayable, whether at the Maturity Datematurity, upon acceleration, upon redemption by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium, if any, principal of and (to the extent permitted by law) interest on any interest, if any, on the Notes Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performedTrustee, all in accordance with the terms hereof; of such Note and this Indenture and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity DateStated Maturity, by acceleration, call for redemption acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 the next succeeding paragraph. Each Subsidiary Guarantor and by its acceptance hereof (collectively, each Holder hereby confirms that it is the “intention of all such parties that the Guarantee Obligations”). Subject by any Subsidiary Guarantor pursuant to the provisions of this Article 15, each Guarantor hereby agrees that its Note Guarantee hereunder shall be unconditional, irrespective not constitute a fraudulent transfer or conveyance for purposes of the validity, regularity or enforceability of the Notes or this IndentureUnited States Bankruptcy Code, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereofUniform Fraudulent Conveyance Act, the entry of any judgment against the Issuer, any action to enforce the same Uniform Fraudulent Transfer Act or any other circumstance which might otherwise constitute a legal similar Federal or equitable discharge or defense of such Guarantorstate law. Each Guarantor hereby waives and relinquishes: (a) any right to require To effectuate the Trusteeforegoing intention, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such each Subsidiary Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides irrevocably agree that the obligation obligations of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted each Subsidiary Guarantor under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment in full of all Guarantee Obligationslimited to the maximum amount as will, including the principal, premium, if any, and interest on the Notes and after giving effect to all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force contingent and effect. Each fixed liabilities of each Subsidiary Guarantor agrees that it shall not be entitled and after giving effect to any right of subrogation in relation to the Holders in respect collections from or payments made by or on behalf of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each other Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations of such other Subsidiary Guarantor under its Note Guarantee Obligationsor pursuant to the following paragraph, and (y) result in the event of any acceleration obligations of such obligations as provided in Article 6 hereof, Subsidiary Guarantor under its Note Guarantee not constituting such Guarantee Obligations (whether fraudulent transfer or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Note Guaranteeconveyance.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15XIV, each Guarantor hereby unconditionally guarantees the Guarantors, by execution of this Indenture, jointly and severally, guarantee to each Holder of a Note authenticated by each Series of the Registrar as authenticating agent and delivered by the Trustee and its successors and assigns that: Existing Securities (i) the due and punctual payment of the principal of (including and interest on each Existing Security, when and as the Redemption Price upon redemption pursuant to Article 3)same shall become due and payable, premiumwhether at maturity, if anyby acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes shall be duly and punctually paid in full when dueExisting Securities, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, and (to the extent permitted by law) interest on any interestlawful, if any, on and the Notes due and punctual payment of all other obligations and due and punctual performance of all obligations of the Issuer Company to the Holders of the Existing Securities or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; of such Existing Security and this Indenture, and (ii) in the case of any extension of time of payment or renewal of any Notes Existing Securities or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. Each Guarantor, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions by execution of this Article 15Indenture, each Guarantor hereby agrees that its Note Guarantee obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any such Existing Security or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Existing Security or this Indenture, any waiver waiver, modification or consent indulgence granted to the Company with respect thereto by any the Holder of the Notes with respect to any thereofsuch Existing Security, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand for 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 TrusteeCompany, the Holders protest or notice with respect to any such Existing Security or the Issuer (eachIndebtedness evidenced thereby and all demands whatsoever, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense and covenants that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall will not be discharged as to any such Existing Security except by payment in full of all Guarantee Obligations, including the principal, premium, if any, principal thereof and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectthereon. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor agrees that, as between itsuch Guarantor, on the one hand, and the Holders of Notes the Existing Securities and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 VI hereof for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligationsobligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 VI hereof, such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of this Note Guarantee. 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 any Holder of the Existing Securities under the Note GuaranteeGuarantees. If an officer of a Guarantor whose signature is on this Indenture or any supplemental indenture entered into in accordance with Section 14.4 no longer holds that office at any time following the execution thereof, such Guarantor’s Note Guarantee shall be valid nevertheless.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees Guarantees, on a senior unsecured basis, to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and its successors and assigns that: (i) punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3), and premium, if any, ) and interest (including Additional Amounts, if any) on such Note when and as the Notes same shall be duly become due and punctually paid in full when duepayable, whether at the Maturity DateStated Maturity, upon by acceleration, upon redemption call for redemption, purchase or otherwise, and interest on overdue principal, premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of such Note and of this Indenture. In case of the extension or renewalfailure of the Issuer punctually to make any such payment, each Guarantor hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity Date, or by acceleration, call for redemption redemption, purchase or otherwise, subject, however, in and as if such payment were made by the case of clauses (i) and (ii) above, Issuer. The Note Guarantee extends to the limitations set forth in Issuer’s repurchase obligations arising from a Change of Control pursuant to Section 15.03 hereof (collectively, the “Guarantee Obligations”)4.11. Subject to the provisions of this Article 15, each Each Guarantor hereby jointly and severally agrees that its Note Guarantee obligations hereunder shall be irrevocable and unconditional, irrespective of the validity, regularity or enforceability of the Notes such Note or this Indenture, the absence of any action to enforce the same, any exchange, release or non-perfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee of all or any of the Notes, the effects of Bankruptcy Law applicable in the event of bankruptcy proceedings being opened with respect to the Issuer, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Notes, any waiver or consent by any the Holder of such Note or by the Notes Trustee with respect to any thereofprovisions thereof or of this Indenture, the entry obtaining of any judgment against the Issuer, Issuer or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor. Each Guarantor hereby waives and relinquishes: (a) the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed take any action against the Issuer or any other Person or to proceed against any collateral, filing of claims with a court in the event of insolvency or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason bankruptcy of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Partyright to require a proceeding first against the Issuer, any creditor protest or notice with respect to such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Note Guarantee will not be discharged in respect of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the Note except by complete performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the obligations contained in such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger Note and in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Codethis Note Guarantee. Each Guarantor hereby covenants agrees that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by in the event of a default in payment in full of all Guarantee Obligations, including the principal, principal (or premium, if any) or interest (including Additional Amounts, and interest if any) on the Notes and all other costs provided such Note, whether at its Stated Maturity, by acceleration, call for under this Indenture redemption, purchase or as provided in Article 7. If any Holder or otherwise, legal proceedings may be instituted by the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantorson behalf of, or any trustee or similar official acting in relation to either by, the Issuer or the GuarantorsHolder of such Note, any amount paid by the Issuer or the Guarantors subject to the Trustee or such Holderterms and conditions set forth in this Indenture, directly against each Guarantor to enforce the Note Guarantee, to Guarantee without first proceeding against the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed herebyIssuer. Each Guarantor agrees that, as between itto the extent permitted by applicable law, on if, after the one handoccurrence and during the continuance of an Event of Default, and the Trustee or any of the Holders of Notes and the Trustee, on the other hand, (x) is prevented by applicable law from exercising its respective rights to accelerate the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, or the Trustee or the Holders are prevented from taking any action to realize on any collateral, such Guarantor agrees to pay to the Trustee for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect account of the Guarantee ObligationsHolders, and (y) in upon demand therefor, the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. No provision of the Note Guarantee or of this Indenture shall alter or impair the Note Guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of (and premium, if any) and interest (including Additional Amounts, if any) on the Note upon which such Note Guarantee is endorsed. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization or equivalent proceeding under applicable law, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, or the equivalent of any of the foregoing under applicable law, and shall, to the fullest extent permitted by applicable law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a voidable preference, fraudulent transfer, or as otherwise provided under similar laws affecting the rights of creditors generally or under applicable laws of the jurisdiction of formation of the Issuer, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. The Guarantors shall have the right to seek contribution from any non-paying Guarantor for so long as the purpose exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15Ten, each Subsidiary Guarantor hereby hereby, jointly and severally, fully and unconditionally guarantees Guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent Notes hereunder and delivered by to the Trustee and its successors and assigns thaton behalf of the Holders: (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, on and interest on each Note, when and as the Notes same shall be duly become due and punctually paid in full when duepayable, whether at the Maturity Datematurity, upon acceleration, upon redemption by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium, if any, principal of and (to the extent permitted by law) interest on any interest, if any, on the Notes Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performedTrustee, all in accordance with the terms hereof; of such Note and this Indenture and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity DateStated Maturity, by acceleration, call for redemption acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 the next succeeding paragraph. Each Subsidiary Guarantor and by its acceptance hereof (collectively, each Holder hereby confirms that it is the “intention of all such parties that the Guarantee Obligations”). Subject by any Subsidiary Guarantor pursuant to the provisions of this Article 15, each Guarantor hereby agrees that its Note Guarantee hereunder shall be unconditional, irrespective not constitute a fraudulent transfer or conveyance for purposes of the validity, regularity or enforceability of the Notes or this IndentureUnited States Bankruptcy Code, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereofUniform Fraudulent Conveyance Act, the entry of any judgment against the Issuer, any action to enforce the same Uniform Fraudulent Transfer Act or any other circumstance which might otherwise constitute a legal similar federal or equitable discharge or defense of such Guarantorstate law. Each Guarantor hereby waives and relinquishes: (a) any right to require To effectuate the Trusteeforegoing intention, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such each Subsidiary Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides irrevocably agree that the obligation obligations of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted each Subsidiary Guarantor under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment in full of all Guarantee Obligationslimited to the maximum amount as will, including the principal, premium, if any, and interest on the Notes and after giving effect to all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force contingent and effect. Each fixed liabilities of each Subsidiary Guarantor agrees that it shall not be entitled and after giving effect to any right of subrogation in relation to the Holders in respect collections from or payments made by or on behalf of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each other Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations of such other Subsidiary Guarantor under its Note Guarantee Obligationsor pursuant to the following paragraph, and (y) result in the event of any acceleration obligations of such obligations as provided in Article 6 hereof, Subsidiary Guarantor under its Note Guarantee not constituting such Guarantee Obligations (whether fraudulent transfer or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Note Guaranteeconveyance.

Note Guarantee. By its Each Subsidiary Guarantor that is a signatory hereto and each Subsidiary of the Company that is required to become party to this Indenture as a Subsidiary Guarantor upon execution hereofof a supplemental indenture, each Guarantor acknowledges hereby jointly and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable considerationseverally, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and its successors and assigns irrespective of the validity or enforceability of this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3), premium, if any, and interest on the Notes shall will be duly and punctually paid in full when due, whether at the Maturity Datematurity or interest payment or mandatory redemption date, upon by acceleration, upon call for redemption or otherwise, and interest on the overdue principal, premium, if any, principal of and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer Company to the Holders or the Trustee hereunder under this Indenture or under the Notes (including fees, expenses or other) shall will be promptly paid in full or performed, all in accordance with the terms hereofof this Indenture and the Notes; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall they will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datematurity, by acceleration, call for redemption acceleration or otherwise, subject, however, in the case . Failing payment when due of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15any amount so guaranteed for whatever reason, each Subsidiary Guarantor will be obligated to pay the same whether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Section 6.2. Each Subsidiary Guarantor agrees that this is a guarantee of payment not a guarantee of collection. Each Subsidiary Guarantor hereby agrees that its obligations with regard to this Note Guarantee hereunder shall be joint and several and unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry recovery of any judgment against the IssuerCompany or any other obligor with respect to this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstance circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of such a Subsidiary Guarantor. Each Subsidiary Guarantor hereby further, to the extent permitted by law, waives and relinquishesrelinquishes all claims, rights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, rights or remedies, including but not limited to: (a) any right to require the Trustee, the Holders or the Issuer Company (each, a “Benefited Party”) to proceed against the Issuer Company or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured partyBenefited Party’s power before proceeding against such Subsidiary Guarantor; (b) the defense of the statute of limitations in any action hereunder or in any action for the collection of any Indebtedness or the performance of any obligation hereby guaranteed; (c) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or PersonsPerson; (cd) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness Indebtedness or obligation or of any action or non-action on the part of such Subsidiary Guarantor, the IssuerCompany, any Benefited Party, any creditor of such Guarantor or Subsidiary Guarantor, the Issuer Company or on the part of any other Person whomsoever in connection with any Indebtedness or obligations the performance of which are hereby guaranteed; (de) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Subsidiary Guarantor for reimbursement; (ef) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (fg) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of 11 U.S.C. Section 1111(b)(2) of the Bankruptcy Code1111 (b)(2); and or (gh) any defense based on any borrowing or grant of a security interest under 11 U.S.C. Section 364 of the Bankruptcy Code364. Each Subsidiary Guarantor hereby covenants that, except as otherwise provided therein, that its Note Guarantee shall will not be discharged except by payment complete performance of the obligations contained in full of all its Note Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7Indenture. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer Company or the Guarantorsany Subsidiary Guarantor, or any trustee or similar official Custodian acting in relation to either the Issuer Company or the Guarantorssuch Subsidiary Guarantor, any amount paid by the Issuer Company or the Guarantors such Subsidiary Guarantor to the Trustee or such Holder, the applicable Note GuaranteeGuarantees, to the extent theretofore discharged, shall be reinstated and be in full force and effect. Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations obligations guaranteed hereby until payment in full of all such obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between itsuch Subsidiary Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Section 6.2 for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect as to the Company or any other obligor on the Notes of the Guarantee Obligationsobligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such those obligations as provided in Article 6 hereofSection 6.2, such Guarantee Obligations those obligations (whether or not due and payable) shall will forthwith become due and payable by such Subsidiary Guarantor for the purpose of the this Note Guarantee.

Note Guarantee. By its execution The Guarantor hereby expressly agrees, as of the date hereof, each Guarantor acknowledges to be bound by the Indenture as if it were an original signatory thereto, as primary obligor and agrees that it receives substantial benefits from the Issuer not merely as surety, and that such Guarantor is providing its Note Guarantee for good hereby fully, unconditionally and valuable considerationirrevocably guarantees on a senior unsecured basis, includingjointly and severally, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated by each Series of the Registrar as authenticating agent Notes and delivered by to the Trustee Trustee, the Agents and its their respective successors and assigns that: (ia) the full and punctual payment of principal of (including the Redemption Price upon redemption pursuant to Article 3), premium, if any, and interest on the Notes shall be duly and punctually paid in full of each such Series when due, whether at the Maturity Dateapplicable Stated Maturity, upon acceleration, upon redemption by acceleration or otherwise, and interest on overdue principal, premium, if any, all other monetary obligations of the Company under the Indenture and the Notes of each such Series and (to b) the extent permitted by law) interest on any interest, if any, on the Notes full and punctual performance within applicable grace periods of all other obligations of the Issuer Company with respect to the Holders or the Trustee hereunder or Notes under the Indenture and the Notes of each such Series (including fees, expenses or otherall such obligations set forth in clauses (a) shall be promptly paid in full or performed, all in accordance with and (b) above being hereinafter collectively called the terms hereof“Guaranteed Obligations”; and (ii) the guarantee of the Guaranteed Obligations is hereinafter called the “Note Guarantee”). The Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in case of whole or in part, without notice or further assent from the Guarantor and that the Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension of time of payment or renewal of any Guaranteed Obligation. The Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Guarantor waives notice of any default under the Notes of any Series or the Guaranteed Obligations. The obligations of the Guarantor hereunder shall not be affected by (a) the failure of any Holder, the Trustee or Agents to assert any claim or demand or to enforce any right or remedy against the Company, the Guarantor or any of such other obligationsPerson under the Indenture, the same shall be promptly paid in full when due Notes of any Series or performed in accordance with any other agreement or otherwise; (b) any extension or renewal of any obligation of the Company under the Indenture or any Note, by operation of law or otherwise; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the extension Indenture, the Notes of any Series or renewal, whether at the Maturity Date, by acceleration, call for redemption any other agreement; or otherwise, subject, however, in the case of clauses (id) and (ii) above, to the limitations except as set forth in Section 15.03 hereof (collectively5 below, any change in the “Guarantee Obligations”)ownership of the Guarantor. Subject to the provisions of this Article 15, each The Guarantor hereby further agrees that its Note Guarantee hereunder shall be unconditionalherein constitutes a guarantee of payment, irrespective performance and compliance when due (and not a guarantee of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby collection) and waives and relinquishes: (a) any right to require the Trusteethat any resort be had by any Holder, the Holders Trustee or the Issuer (each, a “Benefited Party”) Agents to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party for payment of the Guaranteed Obligations. The Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantorspayment, or any trustee part thereof, of principal of or similar official acting in relation to either the Issuer interest on any Guaranteed Obligation is rescinded or the Guarantorsmust otherwise be restored by any Holder, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, Agents upon the Note Guarantee, to bankruptcy or reorganization of the extent theretofore discharged, shall be reinstated in full force and effectCompany or otherwise. Each The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Holders, the Trustee and the TrusteeAgents, on the other hand, (x) the maturity of the obligations guaranteed hereby Guaranteed Obligations may be accelerated as provided in Article 6 hereof Section 5.2 of the Indenture for the purposes hereofof the Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article 6 hereofSection 5.2 of the Indenture, such Guarantee Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purpose purposes of this Section 1. The Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Note GuaranteeTrustee, the Agents or any Holder in enforcing any rights under this Section 1.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15Thirteen, each Guarantor hereby unconditionally guarantees the Guarantors, by execution of this Indenture, jointly and severally, guarantee to the Trustee and to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and its successors and assigns that: Senior Notes (i) the due and punctual payment of the principal of (including and interest on each Senior Note, when and as the Redemption Price upon redemption pursuant to Article 3)same shall become due and payable, premiumwhether at maturity, if anyby acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes shall be duly and punctually paid in full when dueSenior Notes, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, and (to the extent permitted by law) interest on any interestlawful, if any, on and the Notes due and punctual payment of all other obligations and due and punctual performance of all obligations of the Issuer to the Holders of the Senior Notes or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; of such Senior Note and this Indenture, and (ii) in the case of any extension of time of payment or renewal of any Senior Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. Each Guarantor, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions by execution of this Article 15Indenture, each Guarantor hereby agrees that its Note Guarantee obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any such Senior Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Senior Note or this Indenture, any waiver waiver, modification or consent indulgence granted to the Issuer with respect thereto by any the Holder of the Notes with respect to any thereofsuch Senior Note, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, protest or notice with respect to any Benefited Party, any creditor of such Guarantor Senior Note or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Partyindebtedness evidenced thereby and all demands whatsoever, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides and covenants that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its this Note Guarantee shall will not be discharged as to any such Senior Note except by payment in full of all Guarantee Obligations, including the principal, premium, if any, principal thereof and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectthereon. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor agrees that, as between itsuch Guarantor, on the one hand, and the Holders of the Senior Notes and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Five hereof for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligationsobligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 Five hereof, such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of this Note Guarantee. 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 any Holder of the Senior Notes under the Note GuaranteeGuarantees. If an officer of a Guarantor or a general partner thereof whose signature is on this Indenture or any supplemental indenture entered into in accordance with Section 13.4 no longer holds that office at any time following the execution thereof, such Guarantor’s Note Guarantee shall be valid nevertheless.

Note Guarantee. By its execution hereofSubject to this Article 10, from and after the consummation of the Acquisition, each Guarantor acknowledges of the Guarantors hereby, jointly and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable considerationseverally, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and to the Trustee and its successors and assigns assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (ia) the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, interest and premium, if any, and interest on the Notes shall be duly and punctually promptly paid in full when due, whether at the Maturity Datematurity, upon by acceleration, upon redemption or otherwise, and interest on the overdue principal, premiumprincipal of and interest on the Notes, if any, and (to the extent permitted by law) interest on any interestif lawful, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) thereunder shall be promptly paid in full or performed, all in accordance with the terms hereofhereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise, subject, however, in the case . Failing payment when due of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectivelyany amount so guaranteed or any performance so guaranteed for whatever reason, the “Guarantee Obligations”)Guarantors shall be jointly and severally obligated to pay the same immediately. Subject to the provisions of this Article 15, each Each Guarantor hereby agrees that its Note Guarantee this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the entry recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor. Each Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Partyprotest, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides notice and all demands whatsoever and covenants that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its this Note Guarantee shall not be discharged except by payment complete performance of the obligations contained in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and this Indenture. Each Guarantor also agrees to pay any and all other costs provided for and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Indenture or as provided in Article 7Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or Issuer, the Guarantors, Guarantors or any trustee custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors either to the Trustee or such Holder, the this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations obligations guaranteed hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor further agrees that, as between itthe Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligationsobligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note GuaranteeGuarantees. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantee. By its execution Subject to Section 11.06 hereof, each Guarantor acknowledges of the Guarantors hereby, jointly and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable considerationseverally, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and to the Trustee and its successors and assigns assigns, irrespective of the validity and enforceability of this Indenture, the Notes and the Obligations of the Company hereunder and thereunder, that: (ia) the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, interest and interest Liquidated Damages, if any, on the Notes shall will be duly and punctually promptly paid in full when due, subject to any applicable grace period, whether at the Maturity Datematurity, upon by acceleration, upon redemption or otherwise, and interest on the overdue principal, premium, if any, and (to the extent permitted by law) interest on any interest, if any, and Liquidated Damages, if any, on the Notes Notes, and all other obligations payment Obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall thereunder will be promptly paid in full or and performed, all in accordance with the terms hereofhereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at the Maturity Datestated maturity, by acceleration, call for redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, subject, however, and shall entitle the Holders to accelerate the Obligations of the Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, same extent as the “Guarantee Obligations”)Obligations of the Company. Subject to the provisions of this Article 15, each Guarantor The Guarantors hereby agrees agree that its Note Guarantee their Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the entry recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such a Guarantor. Each Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense Company, protest, notice and all demands whatsoever and covenants that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall will not be discharged except by payment complete performance of the Obligations contained in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7Indenture. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or Company, the Guarantors, or any trustee Note Custodian, Trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Guarantors, any amount paid by the Issuer or the Guarantors either to the Trustee or such Holder, the this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor further agrees that, as between itthe Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of the this Note Guarantee. 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 Subsidiary Guarantees.

Note Guarantee. By its execution hereofThe Guarantors, each Guarantor acknowledges fully and agrees that it receives substantial benefits from the Issuer unconditionally, jointly and that such Guarantor is providing its Note Guarantee for good and valuable considerationseverally, includingguarantee, without limitationon an unsubordinated basis, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and its successors and assigns that: holder (ia) the due and punctual payment of the principal of, premium (if any) and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of (including the Redemption Price upon redemption pursuant to Article 3), premium, if any, and interest on the Notes shall be duly and punctually paid in full when dueNotes, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, and (to the extent permitted by law) interest on any interestlawful, if any, on and the Notes due and punctual payment of all other obligations and due and punctual performance of all Obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, holders all in accordance with the terms hereof; of such Note and this Agreement, and (iib) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. Each Guarantor agrees that its obligations hereunder shall be absolute and unconditional, subjectirrespective of, howeverand shall be unaffected by, in the case any invalidity, irregularity or unenforceability of clauses (i) and (ii) aboveany such Note or this Agreement, any failure to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to enforce the provisions of any such Note and this Article 15, each Guarantor hereby agrees that its Note Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the sameAgreement, any waiver waiver, modification or consent by any Holder of indulgence granted to the Notes Company with respect to any thereofthereto by the holder of such Note, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand for 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 TrusteeCompany, the Holders protest or notice with respect to any such Note or the Issuer (eachIndebtedness evidenced thereby and all demands whatsoever, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense and covenants that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged as to any such Note except by payment in full of all Guarantee Obligationsthe principal thereof, including the principal, premium, premium (if any, ) and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectthereon. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor agrees that, as between itsuch Guarantor, on the one hand, and the Holders of Notes and the Trusteeholders, on the other hand, (xi) to the extent lawful in an applicable jurisdiction, the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof XVII for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligationsobligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereofXVII, such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of this Note Guarantee. The Note Guarantee of any Guarantor may be released pursuant to Section 23.3, in connection with the cessation of corporate existence of such Guarantor permitted under the terms of this Agreement. 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 any holder under the Note GuaranteeGuarantees.

Note Guarantee. By its Each Subsidiary Guarantor that is a signatory hereto and each Subsidiary of the Company that is required to become party to this Indenture as a Subsidiary Guarantor upon execution hereofof a supplemental indenture, each Guarantor acknowledges hereby jointly and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable considerationseverally, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and its successors and assigns irrespective of the validity or enforceability of this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3), premium, if any, and interest on the Notes shall will be duly and punctually paid in full when due, whether at the Maturity Datematurity or interest payment or mandatory redemption date, upon by acceleration, upon call for redemption or otherwise, and interest on the overdue principal, premium, if any, principal of and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer Company to the Holders or the Trustee hereunder under this Indenture or under the Notes (including fees, expenses or other) shall will be promptly paid in full or performed, all in accordance with the terms hereofof this Indenture and the Notes; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall they will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datematurity, by acceleration, call for redemption acceleration or otherwise, subject, however, in the case . Failing payment when due of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15any amount so guaranteed for whatever reason, each Subsidiary Guarantor will be obligated to pay the same whether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Section 6.2. Each Subsidiary Guarantor agrees that this is a guarantee of payment not a guarantee of collection. Each Subsidiary Guarantor hereby agrees that its obligations with regard to this Note Guarantee hereunder shall be joint and several and unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry recovery of any judgment against the IssuerCompany or any other obligor with respect to this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstance circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of such a Subsidiary Guarantor. Each Subsidiary Guarantor hereby further, to the extent permitted by law, waives and relinquishesrelinquishes all claims, rights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, rights or remedies, including but not limited to: (a) any right to require the Trustee, the Holders or the Issuer Company (each, a “Benefited Party”) to proceed against the Issuer Company or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured partyBenefited Party’s power before proceeding against such Subsidiary Guarantor; (b) the defense of the statute of limitations in any action hereunder or in any action for the collection of any Indebtedness or the performance of any obligation hereby guaranteed; (c) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or PersonsPerson; (cd) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness Indebtedness or obligation or of any action or non-action on the part of such Subsidiary Guarantor, the IssuerCompany, any Benefited Party, any creditor of such Guarantor or Subsidiary Guarantor, the Issuer Company or on the part of any other Person whomsoever in connection with any Indebtedness or obligations the performance of which are hereby guaranteed; (de) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Subsidiary Guarantor for reimbursement; (ef) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (fg) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of 11 U.S.C. Section 1111(b)(2) of the Bankruptcy Code1111 (b)(2); and or (gh) any defense based on any borrowing or grant of a security interest under 11 U.S.C. Section 364 of the Bankruptcy Code364. Each Subsidiary Guarantor hereby covenants that, except as otherwise provided therein, that its Note Guarantee shall will not be discharged except by payment complete performance of the obligations contained in full of all its Note Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7Indenture. 100 If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer Company or the Guarantorsany Subsidiary Guarantor, or any trustee or similar official Custodian acting in relation to either the Issuer Company or the Guarantorssuch Subsidiary Guarantor, any amount paid by the Issuer Company or the Guarantors such Subsidiary Guarantor to the Trustee or such Holder, the applicable Note GuaranteeGuarantees, to the extent theretofore discharged, shall be reinstated and be in full force and effect. Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations obligations guaranteed hereby until payment in full of all such obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between itsuch Subsidiary Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Section 6.2 for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect as to the Company or any other obligor on the Notes of the Guarantee Obligationsobligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such those obligations as provided in Article 6 hereofSection 6.2, such Guarantee Obligations those obligations (whether or not due and payable) shall will forthwith become due and payable by such Subsidiary Guarantor for the purpose of the this Note Guarantee.

Note Guarantee. By its execution hereofSubject to this Article XVII, each Guarantor acknowledges Guarantor, jointly and agrees that it receives substantial benefits from the Issuer severally, irrevocably and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby unconditionally guarantees on a senior unsecured basis to each Holder holder of a Note Guaranteed Security authenticated by the Registrar as authenticating agent and delivered by the Trustee with respect thereto and to the Trustee with respect thereto and its successors and assigns that: (ia) the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, and interest on the Notes Guaranteed Securities shall be duly and punctually promptly paid in full when due, whether at the Maturity DateStated Maturity, upon by acceleration, upon redemption or otherwise, and interest on the overdue principalprincipal of and interest on the Guaranteed Securities, if any, if lawful, and all other obligations of the Company to the Holders of such Guaranteed Securities or the Trustee with respect thereto hereunder or thereunder whether for payment of principal of, premium, if any, and (to the extent permitted by law) or interest on any interest, if any, on the Notes Securities and all other monetary obligations of the Issuer Company under the Guaranteed Securities and under this Indenture with respect to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) Guaranteed Securities shall be promptly paid in full or performed, all in accordance with the terms hereofhereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes Guaranteed Securities or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity DateStated Maturity, by acceleration, call for redemption acceleration or otherwise. The following is hereby waived: diligence, subjectpresentment, howeverdemand of payment, filing of claims with a court in the case event of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, each Guarantor hereby agrees that its Note Guarantee hereunder shall be unconditional, irrespective insolvency or bankruptcy of the validityCompany, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacityCompany, lack of authorityprotest, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7demands whatsoever. If any Holder of a Guaranteed Security or the Trustee with respect thereto is required by any court or otherwise to return to either the Issuer or the GuarantorsCompany, or any trustee Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the GuarantorsCompany, any amount paid by the Issuer or the Guarantors either to the such Trustee or such Holder, the Note applicable Guarantee, to the extent theretofore discharged, shall be reinstated and thereafter be in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor agrees that, as As between ita Guarantor, on the one hand, and the Holders of Notes the Guaranteed Securities and the TrusteeTrustee with respect thereto, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof VIII for the purposes hereofof such Guarantor’s Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligationsobligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereofVIII, such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of its Guarantee. Each Guarantee shall be a continuing guarantee and shall: (i) remain in full force and effect until payment in full of all the Note Guaranteeapplicable obligations guaranteed hereby; (ii) subject to Section 17.06, be binding upon the Guarantor and its successors; and (iii) inure to the benefit of and be enforceable by the Holders of the Guaranteed Securities, the Trustee with respect thereto and their successors, transferees and assigns. A Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company or the Guarantor for liquidation or reorganization, should the Company or the Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s or such Guarantor’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Guaranteed Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Guaranteed Securities, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Guaranteed Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of a Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Each Guarantor hereby fully, unconditionally guarantees and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of a Note authenticated by the Registrar as authenticating agent Notes and delivered by the Trustee the full and its successors and assigns that: (i) punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, interest and interest on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, and (to the extent permitted by law) interest on any interestSpecial Interest, if any, on the Notes and all other obligations monetary Obligations of the Issuer Company under this Indenture. Each Guarantor further agrees (to the Holders extent permitted by law) that the Obligations may be extended or the Trustee hereunder renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of this Article X notwithstanding any extension of time of payment or renewal of any Obligation. Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of such other obligationsany thereof; (c) any rescission, the same shall be promptly paid in full when due waiver, amendment or performed in accordance with modification of any of the terms of the extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15Indenture, each the Notes or any other agreement; (d) the release of any Note held by any Holder or the Trustee for the Obligations of any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. Each Guarantor hereby further agrees that its Note Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any Note held for payment of the Obligations. Except as expressly set forth in Article VIII and Section 10.2, the obligations of each Guarantor hereunder shall not be unconditionalsubject to any reduction, irrespective limitation, impairment or termination for any reason (other than payment of the validityObligations in full), regularity including any claim of waiver, release, surrender, alteration or enforceability compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the Notes invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the absence of Notes or any action to enforce the sameother agreement, by any waiver or consent by any Holder modification of the Notes with respect to any thereof, by any default, failure or delay, willful or otherwise, in the entry 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 judgment against the Issuer, any action to enforce the same Guarantor or any other circumstance which might would otherwise constitute operate as a legal or equitable discharge or defense of such GuarantorGuarantor as a matter of law or equity. Each Guarantor hereby waives and relinquishes: (a) any right further agrees that its Note Guarantee herein shall continue to require be effective or be reinstated, as the Trusteecase may be, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party if at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacitypayment, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Lawthereof, of the application principal of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premiumor Special Interest, if any, on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the Notes extent not prohibited by law) and all other costs provided for under this Indenture or except as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectSection 10.2. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor further agrees that, as between itsuch Guarantor, on the one hand, and the Holders of Notes and the TrusteeHolders, on the other hand, (x) the maturity of the obligations guaranteed Obligations Guaranteed hereby may be accelerated as provided in Article 6 hereof this Indenture for the purposes hereofof its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, Obligations Guaranteed hereby and (y) in the event of any such declaration of acceleration of such obligations as provided in Article 6 hereofObligations, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purpose purposes of the this Note Guarantee. Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section 10.1.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15Five, each Guarantor hereby Guarantor, by execution of this Indenture, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and its successors and assigns that: (i) the due and punctual payment of the principal of (including and interest on each Note, when and as the Redemption Price upon redemption pursuant to Article 3)same shall become due and payable, premiumwhether at maturity, if anyby acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes shall be duly and punctually paid in full when dueNotes, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, and (to the extent permitted by law) interest on any interestlawful, if any, on and the Notes due and punctual payment of all other obligations Obligations and due and punctual performance of all Obligations of the Issuer Company to the Holders or and the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; of such Note and this Indenture, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. Each Guarantor, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions by execution of this Article 15Indenture, each Guarantor hereby agrees that its Note Guarantee obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any such Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Note or this Indenture, any waiver waiver, modification or consent indulgence granted to the Company with respect thereto by any the Holder of the Notes with respect to any thereofsuch Note, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand for 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 TrusteeCompany, the Holders protest or notice with respect to any such Note or the Issuer (eachIndebtedness evidenced thereby and all demands whatsoever, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense and covenants that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall will not be discharged as to any such Note except by payment in full of all Guarantee Obligations, including the principal, premium, if any, principal thereof and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectthereon. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor agrees that, as between itsuch Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xi) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Six of the Base Indenture (as supplemented by this Supplemental Indenture) for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereofSix of the Base Indenture (as supplemented by this Supplemental Indenture), such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of the this Note Guarantee.

Note Guarantee. By its execution Subject to Section 11.6 hereof, each Guarantor acknowledges of the Subsidiary Guarantors hereby, jointly and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable considerationseverally, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and to the Trustee and its successors and assigns assigns, irrespective of the validity and enforceability of this Indenture, the Notes and the Obligations of the Company hereunder and thereunder, that: (ia) the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, interest and interest Liquidated Damages, if any, on the Notes shall will be duly and punctually promptly paid in full when due, subject to any applicable grace period, whether at the Maturity Datematurity, upon by acceleration, upon redemption or otherwise, and interest on the overdue principal, premium, if any, and (to the extent permitted by law) interest on any interest, if any, and Liquidated Damages, if any, on the Notes Notes, and all other obligations payment Obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof; hereof and thereof, and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at the Maturity Datestated maturity, by acceleration, call for redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, subject, however, and shall entitle the Holders to accelerate the Obligations of the Subsidiary Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, same extent as the “Guarantee Obligations”)Obligations of the Company. Subject to the provisions of this Article 15, each Guarantor The Subsidiary Guarantors hereby agrees agree that its Note Guarantee their Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Note Guarantee.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby fully and unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3), and premium, if any, and interest on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption xxxx xxxxxxxxxx, xxxx xxxxxxxxxx or otherwise, and interest on overdue principal, principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, each Guarantor hereby agrees that its Note Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, principal of and premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Note Guarantee.

Note Guarantee. By its Each Subsidiary that is a signatory hereto and each Subsidiary of the Company that is required to become party to this Indenture as a guarantor (each, a “Subsidiary Guarantor”) upon execution hereofof a supplemental indenture, each Guarantor acknowledges hereby jointly and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable considerationseverally, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and its successors and assigns irrespective of the validity or enforceability of this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3), premium, if any, and interest on the Notes shall will be duly and punctually paid in full when due, whether at the Maturity Datematurity or interest payment or mandatory redemption date, upon by acceleration, upon call for redemption or otherwise, and interest on the overdue principal, premium, if any, principal of and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer Company to the Holders or the Trustee hereunder under this Indenture or under the Notes (including fees, expenses or other) shall will be promptly paid in full or performed, all in accordance with the terms hereofof this Indenture and the Notes; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall they will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datematurity, by acceleration, call for redemption acceleration or otherwise, subject, however, in the case . Failing payment when due of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15any amount so guaranteed for whatever reason, each Subsidiary Guarantor will be obligated to pay the same whether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Section 6.2. Each Subsidiary Guarantor agrees that this is a guarantee of payment not a guarantee of collection. Each Subsidiary Guarantor hereby agrees that its obligations with regard to this Note Guarantee hereunder shall be joint and several and unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry recovery of any judgment against the IssuerCompany or any other obligor with respect to this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstance circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of such a Subsidiary Guarantor. Each Subsidiary Guarantor hereby further, to the extent permitted by law, waives and relinquishesrelinquishes all claims, rights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, rights or remedies, including but not limited to: (a) any right to require the Trustee, the Holders or the Issuer Company (each, a “Benefited Party”) to proceed against the Issuer Company or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured partyBenefited Party’s power before proceeding against such Subsidiary Guarantor; (b) the defense of the statute of limitations in any action hereunder or in any action for the collection of any Indebtedness or the performance of any obligation hereby guaranteed; (c) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or PersonsPerson; (cd) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness Indebtedness or obligation or of any action or non-action on the part of such Subsidiary Guarantor, the IssuerCompany, any Benefited Party, any creditor of such Guarantor or Subsidiary Guarantor, the Issuer Company or on the part of any other Person whomsoever in connection with any Indebtedness or obligations the performance of which are hereby guaranteed; (de) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Subsidiary Guarantor for reimbursement; (ef) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (fg) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of 11 U.S.C. Section 1111(b)(2) of the Bankruptcy Code1111 (b)(2); and or (gh) any defense based on any borrowing or grant of a security interest under 11 U.S.C. Section 364 of the Bankruptcy Code364. Each Subsidiary Guarantor hereby covenants that, except as otherwise provided therein, that its Note Guarantee shall will not be discharged except by payment complete performance of the obligations contained in full of all its Note Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7Indenture. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer Company or the Guarantorsany Subsidiary Guarantor, or any trustee or similar official Custodian acting in relation to either the Issuer Company or the Guarantorssuch Subsidiary Guarantor, any amount paid by the Issuer Company or the Guarantors such Subsidiary Guarantor to the Trustee or such Holder, the applicable Note GuaranteeGuarantees, to the extent theretofore discharged, shall be reinstated and be in full force and effect. Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations obligations guaranteed hereby until payment in full of all such obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between itsuch Subsidiary Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Section 6.2 for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect as to the Company or any other obligor on the Notes of the Guarantee Obligationsobligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such those obligations as provided in Article 6 hereofSection 6.2, such Guarantee Obligations those obligations (whether or not due and payable) shall will forthwith become due and payable by such Subsidiary Guarantor for the purpose of the this Note Guarantee.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15XIV, each Guarantor hereby unconditionally guarantees the Guarantors, by execution of this Indenture, jointly and severally, guarantee to each Holder of a Note authenticated by each Series of the Registrar as authenticating agent and delivered by the Trustee and its successors and assigns that: Existing Securities (i) the due and punctual payment of the principal of (including and interest on each Existing Security, when and as the Redemption Price upon redemption pursuant to Article 3)same shall become due and payable, premiumwhether at maturity, if anyby acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes shall be duly and punctually paid in full when dueExisting Securities, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, and (to the extent permitted by law) interest on any interestlawful, if any, on and the Notes due and punctual payment of all other obligations and due and punctual performance of all obligations of the Issuer Company to the Holders of the Existing Securities or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; of such Existing Security and this Indenture, and (ii) in the case of any extension of time of payment or renewal of any Notes Existing Securities or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. Each Guarantor, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions by execution of this Article 15Indenture, each Guarantor hereby agrees that its Note Guarantee obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any such Existing Security or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Existing Security or this Indenture, any waiver waiver, modification or consent indulgence granted to the Company with respect thereto by any the Holder of the Notes with respect to any thereofsuch Existing Security, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand for 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 TrusteeCompany, the Holders protest or notice with respect to any such Existing Security or the Issuer (eachIndebtedness evidenced thereby and all demands whatsoever, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense and covenants that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall will not be discharged as to any such Existing Security except by payment in full of all Guarantee Obligations, including the principal, premium, if any, principal thereof and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectthereon. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor agrees that, as between itsuch Guarantor, on the one hand, and the Holders of Notes the Existing Securities and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 VI hereof for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligationsobligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 VI hereof, such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of this Note Guarantee. 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 any Holder of the Existing Securities under the Note GuaranteeGuarantees. If an officer of a Guarantor whose signature is on this Indenture or any supplemental indenture entered into in accordance with Section 14.4 no longer holds that office at any time following the execution thereof, such Guarantor’s Note Guarantee shall be valid nevertheless.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15limitations set forth in Section 16.05, each Guarantor hereby the Guarantors hereby, jointly and severally unconditionally guarantees and irrevocably Guarantee, as primary obligor and not merely as surety, to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and its their respective successors and assigns assigns, irrespective of the validity and enforceability of this Agreement, the Notes or the Obligations of the Company hereunder or thereunder, that: (ia) the principal of (including the Redemption Price upon redemption pursuant to Article 3), and premium, if any, and interest interest, if any, on the Notes (including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceedings), shall be duly and punctually promptly paid in full when due, whether at the Maturity DateStated Maturity, upon by acceleration, upon required purchase, redemption or repurchase or otherwise, and interest on the overdue principal, principal of and interest on premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes if lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) thereunder shall be promptly paid in full or performed, all in accordance with the terms hereofhereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity DateStated Maturity, by acceleration, call for required purchase, redemption or otherwise, subject, however, in the case of clauses repurchase or otherwise (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee ObligationsNote Guarantee”). Subject Failing payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the provisions of this Article 15, each Guarantor Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agrees agree that its Note Guarantee their obligations hereunder shall be unconditional, irrespective of the validity, legality, regularity or enforceability of the Notes or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the entry recovery of any judgment against the IssuerCompany or any Guarantor, if any, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each Guarantor The Guarantors hereby waives and relinquishes: (a) waive, to the fullest extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer Company or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such another Guarantor, the Issuerprotest, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides notice and all demands whatsoever and covenant that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment in full or conversion in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under in accordance with this Indenture or as provided in Article 7Agreement. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer Company or any of the Guarantors, or any trustee receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law or other similar official acting in relation to either the Issuer Company or any of the Guarantors, any amount paid by the Issuer or the Guarantors either to the Trustee or such Holder, the Note GuaranteeGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations obligations Guaranteed hereby until payment in full of all such obligations guaranteed Guaranteed hereby. Each Guarantor further agrees that, as between itthe Guarantors, on the one hand, and the Holders of Notes and the TrusteeHolders, on the other hand, (x) the maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereofof the Note Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof6, such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purpose of the Note GuaranteeGuarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impact the rights of the Holders under the Note Guarantees.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Each Subsidiary Guarantor hereby jointly and severally, unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and its successors and assigns irrespective of the validity or enforceability of this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3), premium, if any, and interest on the Notes shall will be duly and punctually paid in full when due, whether at the Maturity Datematurity or interest payment or mandatory redemption date, upon by acceleration, upon call for redemption or otherwise, and interest on the overdue principal, premium, if any, principal of and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer Company to the Holders or the Trustee hereunder under this Indenture or under the Notes (including fees, expenses or other) shall will be promptly paid in full or performed, all in accordance with the terms hereofof this Indenture and the Notes; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall they will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datematurity, by acceleration, call for redemption acceleration or otherwise, subject, however, in the case . Failing payment when due of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15any amount so guaranteed for whatever reason, each Subsidiary Guarantor will be obligated to pay the same whether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Section 6.2. Each Subsidiary Guarantor agrees that this is a guarantee of payment not a guarantee of collection. Each Subsidiary Guarantor hereby agrees that its obligations with regard to this Note Guarantee hereunder shall be joint and several and unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry recovery of any judgment against the IssuerCompany or any other obligor with respect to this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstance circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of such a Subsidiary Guarantor. Each Subsidiary Guarantor hereby further, to the extent permitted by law, waives and relinquishesrelinquishes all claims, rights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, rights or remedies, including but not limited to: (a) any right to require the Trustee, the Holders or the Issuer Company (each, a “Benefited Party”) to proceed against the Issuer Company or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured partyBenefited Party’s power before proceeding against such Subsidiary Guarantor; (b) the defense of the statute of limitations in any action hereunder or in any action for the collection of any Indebtedness or the performance of any obligation hereby guaranteed; (c) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or PersonsPerson; (cd) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness Indebtedness or obligation or of any action or non-action on the part of such Subsidiary Guarantor, the IssuerCompany, any Benefited Party, any creditor of such Guarantor or Subsidiary Guarantor, the Issuer Company or on the part of any other Person whomsoever in connection with any Indebtedness or obligations the performance of which are hereby guaranteed; (de) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Subsidiary Guarantor for reimbursement; (ef) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (fg) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of 11 U.S.C. Section 1111(b)(2) of the Bankruptcy Code1111 (b)(2); and or (gh) any defense based on any borrowing or grant of a security interest under 11 U.S.C. Section 364 of the Bankruptcy Code364. Each Subsidiary Guarantor hereby covenants that, except as otherwise provided therein, that its Note Guarantee shall will not be discharged except by payment complete performance of the obligations contained in full of all its Note Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7Indenture. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer Company or the Guarantorsany Subsidiary Guarantor, or any trustee or similar official Custodian acting in relation to either the Issuer Company or the Guarantorssuch Subsidiary Guarantor, any amount paid by the Issuer Company or the Guarantors such Subsidiary Guarantor to the Trustee or such Holder, the applicable Note GuaranteeGuarantees, to the extent theretofore discharged, shall be reinstated and be in full force and effect. Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations obligations guaranteed hereby until payment in full of all such obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between itsuch Subsidiary Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Section 6.2 for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect as to the Company or any other obligor on the Notes of the Guarantee Obligationsobligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such those obligations as provided in Article 6 hereofSection 6.2, such Guarantee Obligations those obligations (whether or not due and payable) shall will forthwith become due and payable by such Subsidiary Guarantor for the purpose of the this Note Guarantee.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15XIII, each Guarantor hereby unconditionally guarantees the Guarantors, by execution of this Indenture, jointly and severally, guarantee to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and its successors and assigns that: Existing Securities (i) the due and punctual payment of the principal of (including and interest on each Existing Security, when and as the Redemption Price upon redemption pursuant to Article 3)same shall become due and payable, premiumwhether at maturity, if anyby acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes shall be duly and punctually paid in full when dueExisting Securities, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, and (to the extent permitted by law) interest on any interestlawful, if any, on and the Notes due and punctual payment of all other obligations and due and punctual performance of all obligations of the Issuer Company to the Holders of the Existing Securities or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; of such Existing Security and this Indenture, and (ii) in the case of any extension of time of payment or renewal of any Notes Existing Securities or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. Each Guarantor, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions by execution of this Article 15Indenture, each Guarantor hereby agrees that its Note Guarantee obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any such Existing Security or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Existing Security or this Indenture, any waiver waiver, modification or consent indulgence granted to the Company with respect thereto by any the Holder of the Notes with respect to any thereofsuch Existing Security, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand for 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 TrusteeCompany, the Holders protest or notice with respect to any such Existing Security or the Issuer (eachIndebtedness evidenced thereby and all demands whatsoever, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense and covenants that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall will not be discharged as to any such Existing Security except by payment in full of all Guarantee Obligations, including the principal, premium, if any, principal thereof and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectthereon. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor agrees that, as between itsuch Guarantor, on the one hand, and the Holders of Notes the Existing Securities and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 V hereof for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligationsobligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 ``V hereof, such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of this Note Guarantee. 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 any Holder of the Existing Securities under the Note GuaranteeGuarantees. If an officer of a Guarantor whose signature is on this Indenture or any supplemental indenture entered into in accordance with Section 13.4 no longer holds that office at any time following the execution thereof, such Guarantor’s Note Guarantee shall be valid nevertheless.

Note Guarantee. By its execution hereofThe Company hereby fully and unconditionally guarantees, each Guarantor acknowledges as primary obligor and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable considerationnot merely as surety, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby unconditionally guarantees to each Holder and the Trustee, the payment of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, and interest on the Notes shall be duly in the amounts and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, times when due and interest on the overdue principal, premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, each Guarantor hereby agrees that its Note Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principalprincipal of, premium, if any, and interest on the Notes, if lawful, and the Repurchase Price, if applicable, with respect to any Note (the “Obligations”) on an unsecured senior subordinated basis (the “Note Guarantee”). The Note Guarantee ranks junior to all existing and future Senior Debt of the Company on the same terms as the Notes are subordinated thereto under Article XV. The Note Guarantee is effectively subordinated to all indebtedness and other liabilities of all Subsidiaries of the Company (other costs provided than the Issuer). Other than as set out above, the Note Guarantee ranks equally in right of payment with all of the Company’s other existing and future liabilities that are not secured or are not otherwise subordinated in favor of the Note Guarantee. The Company waives presentation to, demand of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The Company waives notice of any default under this Indenture the Notes or as provided in Article 7the Obligations. If The obligations of the Company hereunder shall not be affected by (a) the failure of any Holder or the Trustee is required by to assert any court claim or otherwise demand or to return to either enforce any right or remedy against the Issuer or any other Person under this Indenture, the GuarantorsNotes 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 Obligations or any of them; or (e) any Change in Control of the Issuer. The Company further agrees that the Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of any Obligations. The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment or performance of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this 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 the Company or would otherwise operate as a discharge of the Company as a matter of law or equity. The Company further agrees that the Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any trustee part thereof, of principal of, or similar official acting in relation to either the Issuer or the Guarantorsinterest on, any amount paid of the Obligations is rescinded or must otherwise be restored by any Holder 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 has at law or in equity against the Company by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by repurchase or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Issuer Trustee, forthwith pay, or the Guarantors cause to be paid, in cash, to the Trustee or an amount equal to the sum of (i) the unpaid amount of such Holder, the Note Guarantee, Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent theretofore discharged, shall be reinstated in full force and effectnot prohibited by law). Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor The Company further agrees that, as between itthe Company, on the one hand, and the Holders of Notes and the TrusteeHolders, on the other hand, (x) the maturity of the obligations guaranteed hereby any Obligations may be accelerated as provided in Article 6 hereof this Indenture for the purposes hereofof the Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, any Obligations and (y) in the event of any such declaration of acceleration of such obligations as provided in Article 6 hereofObligations, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Company for the purpose purposes of the this Note Guarantee. The Company also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section 3.1.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15Ten, each Guarantor of the Guarantors, as primary obligors and not merely as sureties, hereby fully, unconditionally and irrevocably guarantees on a senior basis to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by to the Trustee and its successors and assigns thaton behalf of the Holders: (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, on and interest on each Note, when and as the Notes same shall be duly become due and punctually paid in full when duepayable, whether at the Maturity Datewhether, upon by acceleration, upon required repurchase (including by reason of Change of Control), call for redemption or otherwise, the due and punctual payment of interest on the overdue principal, premium, if any, principal of and (to the extent permitted by law) interest on any interest, if any, on the Notes Notes, to the extent lawful (in each case including interest accruing on or after filing of any petition in bankruptcy or reorganization relating to the Company or any Guarantor, whether or not a claim for post filing interest is allowed in such proceeding), and the due and punctual performance of all other obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performedTrustee, all in accordance with the terms hereof; of such Note and this Indenture and (ii) in the case of any extension of time of payment or renewal of any Notes Note or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity DateStated Maturity, by acceleration, required repurchase (including by reason of Change of Control), call for redemption or otherwise. Each of the Guarantors hereby waives diligence, subjectpresentment, howeverdemand of payment, filing of claims with a court in the case event of clauses (i) and (ii) abovemerger or bankruptcy of the Company, any right to require a proceeding first against the limitations set forth in Section 15.03 hereof (collectivelyCompany, the “Guarantee Obligations”). Subject to the provisions benefit of this Article 15discussion, each Guarantor hereby agrees that its Note Guarantee hereunder shall be unconditional, irrespective of the validity, regularity protest or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes notice with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders Note or the Issuer (eachdebt evidenced thereby and all demands whatsoever, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense and covenants that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall will not be discharged as to any such Note except by payment in full of all Guarantee Obligations, including the principal, premium, if any, principal thereof and interest on the Notes thereon and all other costs provided for under this Indenture or as provided in Article 7Section 8.01 and Section 8.02 (subject to Section 8.06). If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or The obligations of the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it hereunder shall not be entitled affected by any failure or delay of the Trustee to exercise any right of subrogation in relation to or remedy under this Indenture, the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed herebyNotes or this Note Guarantee. Each Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the The maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Six for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in this Article Ten. In the event of any declaration of acceleration of such obligations as provided in Article 6 hereofSix, such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Article Ten. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article Six, the Trustee shall promptly make a demand for payment on the Notes under the Note Guarantee provided for in this Article Ten. The Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant portion of the Company's assets, and if the Trustee or the Holder of any Note is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, receiver, liquidator, trustee, sequestrator or other similar official acting in relation to the Company or the Guarantors, any amount paid to the Trustee or such Holder in respect of a Note, this Note Guarantee, to the extent theretofore discharged, shall continue to be effective or be reinstated in full force and effect, as the case may be, all as though such payment has not been made. Each of the Guarantors further agrees, to the fullest extent that it may lawfully do so, that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations Guaranteed hereby. Each of the Guarantors hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of its obligations under this Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of the Holders against the Company or any collateral which any such Holder or the Trustee on behalf of such Holder hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights until such time as the Notes and all of the Company's other obligations being guaranteed hereby shall have been indefeasibly paid in full. If any amount shall be paid to the Guarantors in violation of the preceding sentence and the principal of, premium, if any, and accrued interest on the Notes shall not have been paid in full, such amount shall be deemed to have been paid to the Guarantors for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of the Holders to be credited and applied upon the principal of, premium, if any, and accrued interest on the Notes. Each of the Guarantors acknowledges that it will receive direct and indirect benefits from the issuance of the Notes pursuant to this Indenture and that the waivers set forth in this Section 10.01 are knowingly made in contemplation of such benefits. The Note Guarantee set forth in this Section 10.01 shall not be valid or become obligatory for any purpose with respect to a Note until the certificate of authentication on such Note shall have been signed by or on behalf of the Trustee.

Note Guarantee. By its execution hereofSubject to this Article 12, each Guarantor acknowledges of the Guarantors hereby, jointly and agrees that it receives substantial benefits from the Issuer severally, fully and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and to the Trustee and its successors and assigns assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (ia) the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, interest, premium, if any, and interest on the Notes shall be duly and punctually promptly paid in full when due, whether at the Maturity Datematurity, upon by acceleration, upon redemption or otherwise, and interest on the overdue principal, premiumprincipal of and interest on the Notes, if any, and (to the extent permitted by law) interest on any interestif lawful, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) thereunder shall be promptly paid in full or performed, all in accordance with the terms hereofhereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity DateStated Maturity, by acceleration, call for redemption acceleration or otherwise, subject, however, in the case . Failing payment when due of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectivelyany amount so guaranteed or any performance so guaranteed for whatever reason, the “Guarantee Obligations”)Guarantors shall be jointly and severally obligated to pay the same immediately. Subject to the provisions of this Article 15, each Each Guarantor hereby agrees that its Note Guarantee this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the entry recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor. Each Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Partyprotest, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides notice and all demands whatsoever and covenants that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its this Note Guarantee shall not be discharged except by payment complete performance of the obligations contained in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and this Indenture. Each Guarantor also agrees to pay any and all other costs provided for and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Indenture or as provided in Article 7Section 12.01. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or Issuer, the Guarantors, Guarantors or any trustee custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors either to the Trustee or such Holder, the this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations obligations guaranteed hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor further agrees that, as between itthe Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligationsobligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note GuaranteeGuarantees. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. As used in this Section 12.01, the term “Trustee” shall also include each of the Paying Agent, Registrar and Transfer Agent, as applicable.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees Guarantees, on a senior unsecured basis, to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and its successors and assigns that: (i) punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3), and premium, if any, ) and interest (including Additional Amounts, if any) on such Note when and as the Notes same shall be duly become due and punctually paid in full when duepayable, whether at the Maturity DateStated Maturity, upon by acceleration, upon redemption call for redemption, purchase or otherwise, and interest on overdue principal, premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of such Note and of this Indenture. In case of the extension or renewalfailure of the Issuer punctually to make any such payment, each Guarantor hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity Date, or by acceleration, call for redemption redemption, purchase or otherwise, subject, however, in and as if such payment were made by the case of clauses (i) and (ii) above, Issuer. The Note Guarantee extends to the limitations set forth in Issuer’s repurchase obligations arising from a Change of Control pursuant to Section 15.03 hereof (collectively, the “Guarantee Obligations”)4.11. Subject to the provisions of this Article 15, each Each Guarantor hereby jointly and severally agrees that its Note Guarantee obligations hereunder shall be irrevocable and unconditional, irrespective of the validity, regularity or enforceability of the Notes such Note or this Indenture, the absence of any action to enforce the same, any exchange, release or non-perfection of any Lien on any collateral for, the effects of Bankruptcy Law applicable in the event of bankruptcy proceedings being opened with respect to the Issuer, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Notes, any waiver or consent by any the Holder of such Note or by the Notes Trustee with respect to any thereofprovisions thereof or of this Indenture, the entry obtaining of any judgment against the Issuer, Issuer or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor. Each Guarantor hereby waives and relinquishes: (a) the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed take any action against the Issuer or any other Person or to proceed against any collateral, filing of claims with a court in the event of insolvency or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason bankruptcy of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Partyright to require a proceeding first against the Issuer, any creditor protest or notice with respect to such Note or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Note Guarantee will not be discharged in respect of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the Note except by complete performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the obligations contained in such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger Note and in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Codethis Note Guarantee. Each Guarantor hereby covenants agrees that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by in the event of a default in payment in full of all Guarantee Obligations, including the principal, principal (or premium, if any) or interest (including Additional Amounts, and interest if any) on the Notes and all other costs provided such Note, whether at its Stated Maturity, by acceleration, call for under this Indenture redemption, purchase or as provided in Article 7. If any Holder or otherwise, legal proceedings may be instituted by the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantorson behalf of, or any trustee or similar official acting in relation to either by, the Issuer or the GuarantorsHolder of such Note, any amount paid by the Issuer or the Guarantors subject to the Trustee or such Holderterms and conditions set forth in this Indenture, directly against each Guarantor to enforce the Note Guarantee, to Guarantee without first proceeding against the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed herebyIssuer. Each Guarantor agrees that, as between itto the extent permitted by applicable law, on if, after the one handoccurrence and during the continuance of an Event of Default, and the Trustee or any of the Holders of Notes and the Trustee, on the other hand, (x) is prevented by applicable law from exercising its respective rights to accelerate the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, or the Trustee or the Holders are prevented from taking any action to realize on any collateral, such Guarantor agrees to pay to the Trustee for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect account of the Guarantee ObligationsHolders, and (y) in upon demand therefor, the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. No provision of the Note Guarantee or of this Indenture shall alter or impair the Note Guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of (and premium, if any) and interest (including Additional Amounts, if any) on the Notes. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization or equivalent proceeding under applicable law, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, or the equivalent of any of the foregoing under applicable law, and shall, to the fullest extent permitted by applicable law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a voidable preference, fraudulent transfer, or as otherwise provided under similar laws affecting the rights of creditors generally or under applicable laws of the jurisdiction of formation of the Issuer, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. The Guarantors shall have the right to seek contribution from any non-paying Guarantor for so long as the purpose exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3), premium, if any, and interest on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, each Guarantor hereby agrees that its Note Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Note Guarantee.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15Ten, each Guarantor hereby Guarantor, by execution of this Indenture, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and its successors and assigns that: (i) the due and punctual payment of the principal of (including and interest on each Note, when and as the Redemption Price upon redemption pursuant to Article 3)same shall become due and payable, premiumwhether at maturity, if anyby acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes shall be duly and punctually paid in full when dueNotes, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, and (to the extent permitted by law) interest on any interestlawful, if any, on and the Notes due and punctual payment of all other obligations Obligations and due and punctual performance of all Obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. Each Guarantor, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions by execution of this Article 15Indenture, each Guarantor hereby agrees that its Note Guarantee obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any such Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver waiver, modification or consent indulgence granted to the Issuer with respect thereto by any the Holder of the Notes with respect to any thereofsuch Note, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, protest or notice with respect to any Benefited Party, any creditor of such Guarantor Note or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited PartyIndebtedness evidenced thereby and all demands whatsoever, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides and covenants that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its this Note Guarantee shall will not be discharged as to any such Note except by payment in full of all Guarantee Obligations, including the principal, premium, if any, principal thereof and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectthereon. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor agrees that, as between itsuch Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xi) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Six for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereofSix, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of the this Note Guarantee.

Note Guarantee. By its execution Subject to Section 11.03 hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and to the Trustee and its successors and assigns assigns, irrespective of the validity and enforceability of this Indenture, the Notes and the Obligations of the Company hereunder and thereunder, that: (ia) the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, interest and interest Liquidated Damages, if any, on the Notes shall will be duly and punctually promptly paid in full when due, subject to any applicable grace period, whether at the Maturity Datematurity, upon by acceleration, upon redemption or otherwise, and interest on the overdue principal, premium, if any, and (to the extent permitted by law) interest on any interestand Liquidated Damages, if any, on the Notes Notes, and all other obligations payment Obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including feesthereunder, expenses or other) shall will be promptly paid in full or and performed, all in accordance with the terms hereofhereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at the Maturity Datestated maturity, by acceleration, call for redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason the Guarantor will be obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantee, subject, however, and shall entitle the Holders to accelerate the Obligations of the Guarantor hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, same extent as the “Guarantee Obligations”)Obligations of the Company. Subject to the provisions of this Article 15, each The Guarantor hereby agrees agree that its Note Guarantee Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the entry recovery of any judgment against the IssuerCompany, any action acion to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each The Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacityCompany, lack of authorityprotest, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest notice and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; all demands whatsoever and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided thereinsubject to the provisions of Article 8 of the Indenture, its this Note Guarantee shall will not be discharged except by payment complete performance of the Obligations contained in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7Indenture. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or Company, the GuarantorsGuarantor, or any trustee Note Custodian, Trustee, liquidator or other similar official acting in relation to either the Issuer Company or the GuarantorsGuarantor, any amount paid by the Issuer or the Guarantors either to the Trustee or such Holder, the this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each The Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each The Guarantor further agrees that, as between itthe Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purpose of the this Note Guarantee.

Note Guarantee. By its execution hereofSubject to this Article X, each Guarantor acknowledges of the Guarantors hereby, jointly and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable considerationseverally, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and to the Trustee and its respective successors and assigns assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (ia) the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, interest and premium, if any, and interest on the Notes shall be duly and punctually promptly paid in full when due, whether at the Maturity Datematurity, upon by acceleration, upon redemption or otherwise, and interest on the overdue principal, premiumprincipal of and interest on the Notes, if any, and (to the extent permitted by law) interest on any interestif lawful, if any, on the Notes and all other obligations of the Issuer Issuers to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof; hereof and thereof and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise, subject, however, in the case . Failing payment when due of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectivelyany amount so guaranteed or any performance so guaranteed for whatever reason, the “Guarantee Obligations”)Guarantors shall be jointly and severally obligated to pay the same immediately. Subject to the provisions of this Article 15, each Each Guarantor hereby agrees that its Note Guarantee this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the entry recovery of any judgment against the IssuerIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor. Each Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense Issuers, protest, notice and all demands whatsoever and covenants that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by full payment or complete performance of the obligations contained in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and this Indenture. Each Guarantor also agrees to pay any and all other costs provided for and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Indenture or as provided in Article 7Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or Issuers, the Guarantors, Guarantors or any trustee custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or the Guarantors, any amount paid by the Issuer or the Guarantors either to the Trustee or such Holder, the this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations obligations guaranteed hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor further agrees that, as between itthe Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 VI hereof for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligationsobligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 VI hereof, such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note GuaranteeGuarantees. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall rank equally in right of payment with all existing and future unsubordinated indebtedness of such Guarantor, if any. Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15XIV, each Guarantor hereby unconditionally guarantees the Guarantors, by execution of this Indenture, jointly and severally, guarantee to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and its successors and assigns that: Existing Securities (i) the due and punctual payment of the principal of (including and interest on each Existing Security, when and as the Redemption Price upon redemption pursuant to Article 3)same shall become due and payable, premiumwhether at maturity, if anyby acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes shall be duly and punctually paid in full when dueExisting Securities, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, and (to the extent permitted by law) interest on any interestlawful, if any, on and the Notes due and punctual payment of all other obligations and due and punctual performance of all obligations of the Issuer Company to the Holders of the Existing Securities or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; of such Existing Security and this Indenture, and (ii) in the case of any extension of time of payment or renewal of any Notes Existing Securities or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. Each Guarantor, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions by execution of this Article 15Indenture, each Guarantor hereby agrees that its Note Guarantee obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any such Existing Security or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Existing Security or this Indenture, any waiver waiver, modification or consent indulgence granted to the Company with respect thereto by any the Holder of the Notes with respect to any thereofsuch Existing Security, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand for 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 TrusteeCompany, the Holders protest or notice with respect to any such Existing Security or the Issuer (eachIndebtedness evidenced thereby and all demands whatsoever, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense and covenants that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall will not be discharged as to any such Existing Security except by payment in full of all Guarantee Obligations, including the principal, premium, if any, principal thereof and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectthereon. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor agrees that, as between itsuch Guarantor, on the one hand, and the Holders of Notes the Existing Securities and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 VI hereof for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligationsobligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 VI hereof, such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of this Note Guarantee. 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 any Holder of the Existing Securities under the Note GuaranteeGuarantees. If an officer of a Guarantor whose signature is on this Indenture or any supplemental indenture entered into in accordance with Section 14.4 no longer holds that office at any time following the execution thereof, such Guarantor’s Note Guarantee shall be valid nevertheless.

Note Guarantee. By its Subject to this Article 10, from and after the Issue Date and upon the execution and delivery of (x) this Indenture or (y) in the case of any Person that becomes a Guarantor after the date hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject any supplemental indenture to the provisions of this Article 15Indenture, each Guarantor hereby of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and to the Trustee and the Notes Collateral Agent and its successors and assigns assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (ia) the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, or interest and interest Additional Interest, if any, on the Notes shall be duly and punctually promptly paid in full when due, whether at the Maturity DateMaturity, upon by acceleration, upon redemption or otherwise, and interest on the overdue principal, premiumprincipal of and interest on the Notes, if any, and (to the extent permitted by law) interest on any interestif lawful, if any, on the Notes and all other obligations of the Issuer Issuers to the Holders or the Trustee and the Notes Collateral Agent hereunder or under the Notes (including fees, expenses or other) thereunder shall be promptly paid in full or performed, all in accordance with the terms hereofhereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity DateStated Maturity, by acceleration, call for redemption acceleration or otherwise, subject, however, in the case . Failing payment when due of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectivelyany amount so guaranteed or any performance so guaranteed for whatever reason, the “Guarantee Obligations”)Guarantors shall be jointly and severally obligated to pay the same immediately. Subject to the provisions of this Article 15, each Each Guarantor hereby agrees that its Note Guarantee this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the entry recovery of any judgment against the any Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor. Each Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the an Issuer, any Benefited Partyprotest, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides notice and all demands whatsoever and covenants that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its this Note Guarantee shall not be discharged except by payment complete performance of the obligations contained in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and this Indenture. Each Guarantor also agrees to pay any and all other costs provided for and expenses (including reasonable attorneys’ fees) incurred by the Notes Collateral Agent, the Trustee or any Holder in enforcing any rights under this Indenture or as provided in Article 7Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or Issuers, the Guarantors, Guarantors or any trustee custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or the Guarantors, any amount paid by the Issuer or the Guarantors either to the Trustee or such Holder, the this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations obligations guaranteed hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor further agrees that, as between itthe Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity Maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligationsobligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof6, such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note GuaranteeGuarantees. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against an Issuer for liquidation or reorganization, should such Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of such Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Guarantor shall be a general senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor (including its guarantee of all Obligations under the Senior Credit Facilities). Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15X, each Guarantor of the Guarantors, as primary obligors and not merely as sureties, hereby fully, unconditionally and irrevocably guarantees on a senior basis to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by to the Trustee and its successors and assigns thaton behalf of the Holders: (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, and interest on each Note, when and as the Notes same shall be duly become due and punctually paid in full when duepayable, whether at the Maturity Datewhether, upon by acceleration, upon required repurchase (including by reason of Change of Control), call for redemption or otherwise, the due and punctual payment of interest on the overdue principal, premium, if any, principal of and (to the extent permitted by law) interest on any interest, if any, on the Notes Notes, to the extent lawful (in each case including interest accruing on or after filing of any petition in bankruptcy or reorganization relating to the Company or any Guarantor, whether or not a claim for post filing interest is allowed in such proceeding), and the due and punctual performance of all other obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performedTrustee, all in accordance with the terms hereof; of such Note and this Indenture and (ii) in the case of any extension of time of payment or renewal of any Notes Note or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity DateStated Maturity, by acceleration, required repurchase (including by reason of Change of Control), call for redemption or otherwise. Each of the Guarantors hereby waives diligence, subjectpresentment, howeverdemand of payment, filing of claims with a court in the case event of clauses (i) and (ii) abovemerger or bankruptcy of the Company, any right to require a proceeding first against the limitations set forth in Section 15.03 hereof (collectivelyCompany, the “Guarantee Obligations”). Subject to the provisions benefit of this Article 15discussion, each Guarantor hereby agrees that its Note Guarantee hereunder shall be unconditional, irrespective of the validity, regularity protest or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes notice with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders Note or the Issuer (eachdebt evidenced thereby and all demands whatsoever, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense and covenants that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall will not be discharged as to any such Note except by payment in full of all Guarantee Obligations, including the principal, premium, if any, principal thereof and interest on the Notes thereon and all other costs provided for under this Indenture or as provided in Article 7Section 8.01 and Section 8.02 (subject to Section 8.06). If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or The obligations of the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it hereunder shall not be entitled affected by any failure or delay of the Trustee to exercise any right of subrogation in relation to or remedy under this Indenture, the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed herebyNotes or this Note Guarantee. Each Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the The maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof VI for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in this Article X. In the event of any declaration of acceleration of such obligations as provided in Article 6 hereofVI, such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Article X. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article VI, the Trustee shall promptly make a demand for payment on the Notes under the Note Guarantee provided for in this Article X. The Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant portion of the Company's assets, and if the Trustee or the Holder of any Note is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, receiver, liquidator, trustee, sequestrator or other similar official acting in relation to the Company or the Guarantors, any amount paid to the Trustee or such Holder in respect of a Note, this Note Guarantee, to the extent theretofore discharged, shall continue to be effective or be reinstated in full force and effect, as the case may be, all as though such payment has not been made. Each of the Guarantors further agrees, to the fullest extent that it may lawfully do so, that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations Guaranteed hereby. Each of the Guarantors hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of its obligations under this Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of the Holders against the Company or any collateral which any such Holder or the Trustee on behalf of such Holder hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights until such time as the Notes and all of the Company's other obligations being guaranteed hereby shall have been indefeasibly paid in full. If any amount shall be paid to the Guarantors in violation of the preceding sentence and the principal of, premium, if any, and accrued interest on the Notes shall not have been paid in full, such amount shall be deemed to have been paid to the Guarantors for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of the Holders to be credited and applied upon the principal of, premium, if any, and accrued interest on the Notes. Each of the Guarantors acknowledges that it will receive direct and indirect benefits from the issuance of the Notes pursuant to this Indenture and that the waivers set forth in this Section 10.01 are knowingly made in contemplation of such benefits. The Note Guarantee set forth in this Section 10.01 shall not be valid or become obligatory for any purpose with respect to a Note until the certificate of authentication on such Note shall have been signed by or on behalf of the Trustee.

Note Guarantee. By its execution hereof, each the Guarantor acknowledges and agrees that it receives substantial the Notes shall be entitled to the benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefitsof a Guarantee. Accordingly, subject to the provisions of this Article 15Article, each the Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee Trustee, the Trustee, and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3IV), premium, if any, and interest interest, if any, on the Notes shall be duly and punctually paid in full when due, whether at the Maturity DateStated Maturity, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity DateStated Maturity, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof this Article (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15Article, each the Guarantor hereby agrees that its Note Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer Company (each, a “Benefited Party”) to proceed against the Issuer Company or any other Person person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person person or Persons persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person person or Personspersons; (c) diligence, presentment, benefit of discussion, demand, protest and notice of any kind (except as expressly required by this the Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such the Guarantor, the IssuerCompany, any Benefited Party, any creditor of such the Guarantor or the Issuer Company or on the part of any other Person person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each The Guarantor hereby covenants that, except as otherwise provided therein, its Note the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7the Indenture. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer Company or the GuarantorsGuarantor, or any trustee or similar official acting in relation to either the Issuer Company or the GuarantorsGuarantor, any amount paid by the Issuer Company or the Guarantors Guarantor to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof VI of the Base Indenture for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereofVI of the Base Indenture, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purpose of the Note Guarantee.

Note Guarantee. By its execution hereofexecuting and delivering this Supplemental Indenture, each the New Subsidiary hereby becomes a party to the Indenture as a Guarantor acknowledges thereunder with the same force and agrees that it receives substantial benefits from the Issuer and that such effect as if originally named therein as a Guarantor is providing its Note Guarantee for good and valuable consideration, includingand, without limitationlimiting the generality of the foregoing, such substantial benefits. Accordinglyhereby expressly assumes all obligations and liabilities of a Guarantor thereunder and hereby, subject to the provisions terms of this Article 1511 of the Indenture, each Guarantor hereby fully and unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by to the Trustee and its successors and assigns assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ia) the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, and interest on the Notes shall will be duly and punctually promptly paid in full when due, whether at the Maturity Datematurity, upon by acceleration, upon redemption or otherwise, and interest on the overdue principalprincipal of, premium, if any, and (to the extent permitted by law) interest on any interestthe Notes, if any, on the Notes if lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereofhereof and thereof; and (iib) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, each Guarantor hereby agrees that its Note Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Note Guarantee.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15X, each Guarantor hereby fully, unconditionally guarantees and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of a Note authenticated by the Registrar as authenticating agent Notes, to the extent lawful, and delivered by the Trustee the full and its successors and assigns that: (i) punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, and interest (including Special Interest) on the Notes shall be duly and punctually paid all other obligations and liabilities of the Company under this Indenture (including without limitation interest (including Special Interest) accruing after the filing of any petition in full when duebankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company or any Guarantor whether at or not a claim for post-filing or post-petition interest is allowed in such proceeding and the Maturity Dateobligations under Section 7.7), upon accelerationthe Registration Rights Agreement, upon redemption the Collateral Documents and the Intercreditor Agreement (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Guarantors will also agree to pay any and all costs and expenses (including reasonable counsel fees and expenses) incurred by the Trustee, the Collateral Agent or otherwisethe Holders in enforcing any rights under the Note Guarantees. The obligations of the Guarantors under the Note Guarantees will rank equally in right of payment with other Indebtedness of such Guarantors, and interest on overdue principalexcept to the extent such other Indebtedness is expressly subordinated to the obligations arising under the Note Guarantees, premium, if any, and in which case the obligations of the Guarantors under the Note Guarantees will rank senior in right of payment to such other Indebtedness. Each Guarantor agrees (to the extent permitted by law) interest on any interestthat the Guaranteed Obligations may be extended or renewed, if anyin whole or in part, on the Notes without notice or further assent from it, and all other obligations of the Issuer to the Holders or the Trustee hereunder or that it will remain bound under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of this Article X notwithstanding any extension of time of payment or renewal of any Notes or any of such other obligations, Guaranteed Obligation. To the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Date, fullest extent permitted by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15law, each Guarantor hereby waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. To the fullest extent permitted by law, each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.2, the obligations of each Guarantor hereunder shall not be unconditionalsubject to any reduction, irrespective limitation, impairment or termination for any reason (other than payment of the validityGuaranteed Obligations in full), regularity including any claim of waiver, release, surrender, alteration or enforceability compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the Notes invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to exercise or enforce any right or remedy against the Company or any other person under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal agreement or equitable discharge or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantorotherwise; (b) any defense that may arise by reason of the incapacity, lack of authority, death extension or disability renewal of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Personsthereof; (c) demandany rescission, protest and notice waiver, amendment or modification of any kind (except as expressly required by of the terms or provisions of this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor Notes or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteedagreement; (d) the release of any defense based upon an election security held by any Holder or the Collateral Agent for the Guaranteed Obligations or any of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursementthem; (e) any defense based upon any statute or rule of law which provides that change in the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that ownership of the principalCompany; (f) any defense arising because of a Benefited Party’s electiondefault, failure or delay, willful or otherwise, in any proceeding instituted under the Bankruptcy Law, performance of the application of Section 1111(b)(2) of the Bankruptcy Code; and Guaranteed Obligations, or (g) any defense based on other act or thing or omission or delay to do any borrowing other act or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment thing which may or might in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture any manner or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to extent vary the Holders in respect risk of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor agrees that, or would otherwise operate as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration a discharge of such obligations Guarantor as provided in Article 6 hereof, such Guarantee Obligations (whether a matter of law or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Note Guaranteeequity.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15Ten, each Guarantor hereby unconditionally guarantees the Guarantors, by execution of this Indenture, jointly and severally, guarantee to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and its successors and assigns that: (i) the due and punctual payment of the principal of (including and interest on each Note, when and as the Redemption Price upon redemption pursuant to Article 3)same shall become due and payable, premiumwhether at maturity, if anyby acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes shall be duly and punctually paid in full when dueNotes, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, and (to the extent permitted by law) interest on any interestlawful, if any, on and the Notes due and punctual payment of all other obligations and due and punctual performance of all obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; of such Note, this Indenture and the Exchange and Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. Each Guarantor, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions by execution of this Article 15Indenture, each Guarantor hereby agrees that its Note Guarantee obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any such Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Note, this Indenture or the Exchange and Registration Rights Agreement, any waiver waiver, modification or consent indulgence granted to the Company with respect thereto by any the Holder of the Notes with respect to any thereofsuch Note, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand for 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 TrusteeCompany, the Holders protest or notice with respect to any such Note or the Issuer (eachIndebtedness evidenced thereby and all demands whatsoever, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense and covenants that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall will not be discharged as to any such Note except by payment in full of all Guarantee Obligations, including the principal, premium, if any, principal thereof and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectthereon. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor agrees that, as between itsuch Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Six hereof for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligationsobligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 Six hereof, such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of this Note Guarantee. 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 any Holder under the Note GuaranteeGuarantees.

Note Guarantee. By its execution hereofTake-Two hereby fully, each Guarantor acknowledges unconditionally and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable considerationirrevocably guarantees on a senior unsecured basis, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent Notes and delivered by to the Trustee and its their respective successors and assigns that: (ia) the full and punctual payment of principal of (including the Redemption Price upon redemption pursuant to Article 3), premium, if any, and interest on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption by acceleration or otherwise, and interest on overdue principal, premium, if any, all other monetary obligations of the Company under the Indenture and (to the extent permitted by law) interest on any interest, if any, on the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Company with respect to the Holders or Notes under the Trustee hereunder or under Indenture and the Notes (including fees, expenses or otherall such obligations set forth in clauses (a) shall be promptly paid in full or performed, all in accordance with and (b) above being hereinafter collectively called the terms hereof“Guaranteed Obligations”; and (ii) the guarantee of the Guaranteed Obligations is hereinafter called the “Note Guarantee”). Take-Two further agrees that the Guaranteed Obligations may be extended or renewed, in case of whole or in part, without notice or further assent from Take-Two and that Take-Two will remain bound under this Supplemental Indenture notwithstanding any extension of time of payment or renewal of any Guaranteed Obligation. Take-Two waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Take-Two waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Take-Two 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, Take-Two or any other Person under the Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of such other obligationsany obligation of the Company under the Indenture or any Note, by operation of law or otherwise; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, the same shall be promptly paid in full when due Notes or performed in accordance with the terms of the extension any other agreement; or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, (d) any change in the case ownership of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”)Take-Two. Subject to the provisions of this Article 15, each Guarantor hereby Take-Two further agrees that its Note Guarantee hereunder shall be unconditionalherein constitutes a guarantee of payment, irrespective performance and compliance when due (and not a guarantee of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby collection) and waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or that any other Person or to proceed against or exhaust any security held resort be had by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by to any court security held for payment of the Guaranteed Obligations. Take-Two further agrees that its Note Guarantee herein shall continue to be effective or otherwise to return to either be reinstated, as the Issuer or the Guarantorscase may be, if at any time payment, or any trustee part thereof, of principal of or similar official acting in relation to either the Issuer interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the GuarantorsTrustee upon the bankruptcy or reorganization of the Company or otherwise. Take-Two also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees, any amount paid including court costs) incurred by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated any Holder in full force and effect. Each Guarantor agrees that it shall not be entitled to enforcing any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Note Guaranteerights under this Section 3.01.

Note Guarantee. By its execution hereofPursuant to Section 11.07 of the Indenture, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Additional Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby unconditionally guarantees guarantees, as principal obligor and not only as a surety, to each Holder the Holders of a Note authenticated by the Registrar as authenticating agent and delivered by Notes the Trustee and its successors and assigns that: (i) the cash payments in United States dollars of principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, and interest (and Additional Interest, if any) on the Notes shall be duly in the amounts and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, times when due and interest on the overdue principal, premium, if any, and interest (to the extent permitted by law) interest on any interestand Additional Interest, if any), if any, on of the Notes Notes, if lawful, and the payment or performance of all other obligations of the Issuer under the Indenture or the Notes, to the Holders or the Trustee hereunder or under of the Notes (including fees, expenses or other) shall be promptly paid in full or performedand the Trustee, all in accordance with and subject to the terms hereof; and limitations of the Notes, Articles 10 and 11 of the Indenture (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed "Note Guarantee"). This Note Guarantee is effective in accordance with the terms Article 11 of the extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) Indenture and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”)its terms shall be evidenced therein. Subject to the provisions The validity and enforceability of this Article 15, each Guarantor hereby agrees that its Note Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except affected by the fact that it is not affixed to any particular Note. The obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture, and are expressly subordinated in right of payment to the prior payment in full of all Guarantee Obligations, including Senior Indebtedness (as defined in the principal, premium, if any, and interest on Indenture) of the Notes and all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Additional Note Guarantee, Guarantor to the extent theretofore dischargedset forth in Article 10 of the Indenture, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation reference is hereby made to the Holders in respect Indenture for the precise terms of any this Note Guarantee Obligations hereby until payment in full and all of all such obligations guaranteed hereby. Each Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity provisions of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for Indenture to which this Note Guarantee relates. THIS SUPPLEMENTAL INDENTURE INCLUDING THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF. This Note Guarantee is subject to release upon the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) terms set forth in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Note GuaranteeIndenture.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each (a) Each Guarantor hereby jointly and severally unconditionally guarantees Guarantees, on a senior unsecured basis, to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and its successors and assigns that: (i) punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3), and premium, if any, ) and interest (including Additional Amounts, if any) on such Note when and as the Notes same shall be duly become due and punctually paid in full when duepayable, whether at the Maturity DateStated Maturity, upon by acceleration, upon redemption call for redemption, purchase or otherwise, and interest on overdue principal, premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of such Note and of this Indenture. In case of the extension or renewalfailure of the Issuer punctually to make any such payment, each Guarantor hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity Date, or by acceleration, call for redemption redemption, purchase or otherwise, subject, however, in and as if such payment were made by the case of clauses (i) and (ii) above, Issuer. The Note Guarantee extends to the limitations set forth in Issuer’s repurchase obligations arising from a Change of Control pursuant to Section 15.03 hereof (collectively, the “Guarantee Obligations”)4.11. Subject to the provisions of this Article 15, each Each Guarantor hereby jointly and severally agrees that its Note Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes such Note or this Indenture, the absence of any action to enforce the same, any exchange, release or non-perfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee of all or any of the Notes, the effects of Bankruptcy Law applicable in the event of bankruptcy proceedings being opened with respect to the Issuer, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Notes, any waiver or consent by any the Holder of such Note or by the Notes Trustee with respect to any thereofprovisions thereof or of this Indenture, the entry obtaining of any judgment against the Issuer, Issuer or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor. Each Guarantor hereby waives and relinquishes: (a) the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed take any action against the Issuer or any other Person or to proceed against any collateral, filing of claims with a court in the event of insolvency or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason bankruptcy of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Partyright to require a proceeding first against the Issuer, any creditor protest or notice with respect to such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Note Guarantee will not be discharged in respect of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the Note except by complete performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the obligations contained in such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger Note and in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Codethis Note Guarantee. Each Guarantor hereby covenants agrees that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by in the event of a default in payment in full of all Guarantee Obligations, including the principal, principal (or premium, if any) or interest (including Additional Amounts, and interest if any) on the Notes and all other costs provided such Note, whether at its Stated Maturity, by acceleration, call for under this Indenture redemption, purchase or as provided in Article 7. If any Holder or otherwise, legal proceedings may be instituted by the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantorson behalf of, or any trustee or similar official acting in relation to either by, the Issuer or the Guarantors48 Table of Contents Holder of such Note, any amount paid by the Issuer or the Guarantors subject to the Trustee or such Holderterms and conditions set forth in this Indenture, directly against each Guarantor to enforce the Note Guarantee, to Guarantee without first proceeding against the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed herebyIssuer. Each Guarantor agrees that, as between itto the extent permitted by applicable law, on if, after the one handoccurrence and during the continuance of an Event of Default, and the Trustee or any of the Holders of Notes and the Trustee, on the other hand, (x) is prevented by applicable law from exercising its respective rights to accelerate the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, or the Trustee or the Holders are prevented from taking any action to realize on any collateral, such Guarantor agrees to pay to the Trustee for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect account of the Guarantee ObligationsHolders, and (y) in upon demand therefor, the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. No provision of the Note Guarantee or of this Indenture shall alter or impair the Note Guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of (and premium, if any) and interest (including Additional Amounts, if any) on the Note upon which such Note Guarantee is endorsed. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization or equivalent proceeding under applicable law, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, or the equivalent of any of the foregoing under applicable law, and shall, to the fullest extent permitted by applicable law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a voidable preference, fraudulent transfer, or as otherwise provided under similar laws affecting the rights of creditors generally or under applicable laws of the jurisdiction of formation of the Issuer, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. The Guarantors shall have the right to seek contribution from any non-paying Guarantor for so long as the purpose exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Note Guarantee. By its execution hereofEach Guarantor hereby jointly and severally, each Guarantor acknowledges irrevocably, fully and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, unconditionally guarantees subject to the provisions of this Article 15solvency restrictions set forth in Section 5.2, each Guarantor hereby unconditionally guarantees on an unsecured and subordinated basis, as a primary obligor and not merely as a surety, to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee Purchaser and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3), premium, if any, full and interest on the Notes shall be duly and punctually paid in full punctual payment when due, whether at the Maturity DateStated Maturity, upon by acceleration, upon by redemption or otherwise, of all monetary obligations of the Company under this Agreement and the Notes, whether for payment of principal of, or interest on, the Notes (including deferred interest), expenses, indemnification or otherwise (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article VIII notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Purchaser to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Agreement, the Notes or any other agreement or otherwise; (b) any extension or renewal of the Notes or the Guaranteed Obligations; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes or any other agreement; (d) the release of any security held by any Purchaser for the Guaranteed Obligations; (e) the failure of any Purchaser to exercise any right or remedy against any other Guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such Guarantor, except as provided in Section 8.2(b). Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Guarantor. Each Guarantor further agrees that its 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 Purchaser to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 8.2, 8.3 and 8.7, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. Each Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Note 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 overdue principalany Guaranteed Obligation is rescinded or must otherwise be restored by any Purchaser 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 Purchaser has at law or in equity against any Guarantor by virtue hereof, premiumupon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, if anywhether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Purchasers, forthwith pay, or cause to be paid, in cash, to the Purchasers an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations then due and owing, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iii) all other monetary obligations of the Company to the Purchasers, including deferred interest then due and owing. Each Guarantor agrees (to the fullest extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, each Guarantor hereby agrees that its Note Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders Purchasers in respect of any Guarantee Guaranteed Obligations guaranteed hereby until payment in full of all such Guaranteed Obligations and all obligations guaranteed herebyto which the Guaranteed Obligations are subordinated as provided in Article IX. Each Guarantor further agrees (to the fullest extent permitted by law) that, as between it, on the one hand, and the Holders of Notes and the TrusteePurchasers, on the other hand, (x) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Section 7.1 for the purposes hereofof any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee ObligationsGuaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article 6 hereofSection 7.1, such Guarantee Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 8.1. Each Guarantor that makes a payment or distribution under its Note Guarantee shall have the right to seek contribution from the Company or any non-paying Guarantor that has also guaranteed the relevant Guaranteed Obligations in respect of which such payment or distribution is made, so long as the exercise of such right does not impair the rights of the holders under the Note Guarantees. Each Note Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Agreement and that its Note Guarantee is knowingly made in contemplation of such benefits. Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Purchasers in enforcing any rights under this Section 8.1. Upon request of the Purchasers, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Note Guaranteethis Agreement.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15Ten, each Subsidiary Guarantor hereby hereby, jointly and severally, fully and unconditionally guarantees Guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent Notes hereunder and delivered by to the Trustee and its successors and assigns thaton behalf of the Holders: (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, on and interest on each Note, when and as the Notes same shall be duly become due and punctually paid in full when duepayable, whether at the Maturity Datematurity, upon acceleration, upon redemption by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium, if any, principal of and (to the extent permitted by law) interest on any interest, if any, on the Notes Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performedTrustee, all in accordance with the terms hereof; of such Note and this Indenture and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity DateStated Maturity, by acceleration, call for redemption acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 the next succeeding paragraph. Each Subsidiary Guarantor and by its acceptance hereof (collectively, each Holder hereby confirms that it is the “intention of all such parties that the Guarantee Obligations”). Subject by any Subsidiary Guarantor pursuant to the provisions of this Article 15, each Guarantor hereby agrees that its Note Guarantee hereunder shall be unconditional, irrespective not constitute a fraudulent transfer or conveyance for purposes of the validity, regularity or enforceability of the Notes or this IndentureUnited States Bankruptcy Code, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereofUniform Fraudulent Conveyance Act, the entry of any judgment against the Issuer, any action to enforce the same Uniform Fraudulent Transfer Act or any other circumstance which might otherwise constitute a legal similar Federal or equitable discharge or defense of such Guarantorstate law. Each Guarantor hereby waives and relinquishes: (a) any right to require To effectuate the Trusteeforegoing intention, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such each Subsidiary Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides irrevocably agree that the obligation obligations of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted each Subsidiary Guarantor under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment in full of all Guarantee Obligationslimited to the maximum amount as will, including the principal, premium, if any, and interest on the Notes and after giving effect to all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force contingent and effect. Each fixed liabilities of each Subsidiary Guarantor agrees that it shall not be entitled and after giving effect to any right of subrogation in relation to the Holders in respect collections from or payments made by or on behalf of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each other Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations of such other Subsidiary Guarantor under its Note Guarantee Obligationsor pursuant to the following paragraph, result in the obligations of such Subsidiary Guarantor under its Note Guarantee not constituting such fraudulent transfer or conveyance. In order to provide for just and (y) equitable contribution among the Subsidiary Guarantors, the Subsidiary Guarantors agree, inter se, that in the event of any acceleration of such obligations as provided in Article 6 hereofpayment or distribution is made by any Subsidiary Guarantor (a “Funding Guarantor”) under its Note Guarantee, such Guarantee Obligations (whether or not due and payable) Funding Guarantor shall forthwith become due and payable by such Guarantor for the purpose of the Note Guarantee.be entitled to a contribution from all other Subsidiary

Note Guarantee. By its execution hereofSubject to this Section 16 each of the Guarantors hereby, each Guarantor acknowledges jointly and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable considerationseverally, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and its successors and assigns assigns, irrespective of the validity and enforceability of this Agreement, the Notes or the obligations of the Company hereunder or thereunder, that: (ia) the principal of (including the Redemption Price upon redemption pursuant to Article 3), premium, if any, and interest on the Notes shall will be duly and punctually promptly paid in full when due, whether at the Maturity Datematurity, upon by acceleration, upon redemption or otherwise, and interest on the overdue principal, premiumprincipal of and interest on the Notes, if any, and if lawful (subject in all cases to the extent permitted by law) interest on any interestapplicable grace period provided herein), if any, on the Notes and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereofhereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise, subject, however, in the case . Failing payment when due of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectivelyany amount so guaranteed or any performance so guaranteed for whatever reason, the “Guarantee Obligations”)Guarantors shall be jointly and severally obligated to pay the same immediately. Subject to the provisions of this Article 15, each Each Guarantor hereby agrees that its Note Guarantee this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the entry recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such a Guarantor. Each Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense Company, protest, notice and all demands whatsoever and covenant that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment complete performance of the obligations contained in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7Agreement. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or Company, the Guarantors, Guarantors or any trustee custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Guarantors, any amount paid by either of the Issuer or the Guarantors above to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations obligations guaranteed hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor further agrees that, as between itthe Guarantors, on the one hand, and the Holders of Notes and the TrusteeHolders, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Section 11 hereof for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligationsobligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 Section 11 hereof, such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 1516, each Guarantor hereby hereby, jointly and severally, fully, unconditionally guarantees and irrevocably Guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent Securities hereunder and delivered by to the Trustee and its successors and assigns thaton behalf of the Holders: (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3), premium, if any, and interest on each Security, when and as the Notes same shall be duly become due and punctually paid in full when duepayable, whether at the Maturity Datematurity, upon acceleration, upon redemption by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium, if any, principal of and (to the extent permitted by law) interest on any interest, if any, on the Notes Securities, to the extent lawful, and the due and punctual performance of all other obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performedTrustee, all in accordance with the terms hereof; of such Security and this Indenture and (ii) in the case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datematurity, by acceleration, call for redemption acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 the next succeeding paragraph. Each Note Guarantee shall rank equally and pari passu with all other unsecured and unsubordinated debt of the issuer of such Note Guarantee. Each Guarantor and by its acceptance hereof (collectively, each Holder hereby confirms that it is the “intention of all such parties that the Guarantee Obligations”). Subject by such Guarantor pursuant to the provisions of this Article 15, each Guarantor hereby agrees that its Note Guarantee hereunder shall be unconditional, irrespective not constitute a fraudulent transfer or conveyance for purposes of the validity, regularity or enforceability of the Notes or this IndentureUnited States Bankruptcy Code, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereofUniform Fraudulent Conveyance Act, the entry of any judgment against the Issuer, any action to enforce the same Uniform Fraudulent Transfer Act or any other circumstance which might otherwise constitute a legal similar Federal or equitable discharge or defense of such Guarantorstate law. Each Guarantor hereby waives and relinquishes: (a) any right to require To effectuate the Trusteeforegoing intention, the Holders or and such Guarantor hereby irrevocably agree that the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor obligations of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment in full of all Guarantee Obligationslimited to the maximum amount as will, including the principal, premium, if any, and interest on the Notes and after giving effect to all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantorscontingent and fixed liabilities of such Guarantor (including, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holderbut not limited to, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force Guarantor Senior Indebtedness of such Guarantor) and effect. Each Guarantor agrees that it shall not be entitled after giving effect to any right of subrogation in relation to the Holders in respect collections from or payments made by or on behalf of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each other Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations of such other Guarantor under its Note Guarantee Obligationsor pursuant to the following paragraph, result in the obligations of such Guarantor under its Note Guarantee not constituting such fraudulent transfer or conveyance. In order to provide for just and (y) equitable contribution among the Guarantors, the Guarantors agree, inter se, that in the event of any acceleration of such obligations as provided in Article 6 hereofpayment or distribution is made by any Guarantor (a "Funding Guarantor") under its Note Guarantee, such Guarantee Obligations Funding Guarantor shall be entitled to a contribution from all other Guarantors in a pro rata amount based on the Adjusted Net Assets of each Guarantor (whether or not due including the Funding Guarantor) for all payments, damages and payable) shall forthwith become due and payable expenses incurred by such that Funding Guarantor for in discharging the purpose of the Note Guarantee.Issuer's obligations with respect to

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15Eleven, each Guarantor hereby of the Guarantors hereby, jointly and severally, fully, unconditionally and irrevocably guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by to the Trustee and its successors and assigns thaton behalf of the Holders: (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, on and interest on each Note, when and as the Notes same shall be duly become due and punctually paid in full when duepayable, whether at the Maturity Datematurity, upon acceleration, upon redemption by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium, if any, principal of and (to the extent permitted by law) interest on any interest, if any, on the Notes Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performedTrustee, all in accordance with the terms hereof; of such Note and this Indenture and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity DateStated Maturity, by acceleration, call for redemption acceleration or otherwise. Each of the Guarantors hereby waives diligence, subjectpresentment, howeverdemand of payment, filing of claims with a court in the case event of clauses (i) and (ii) abovemerger or bankruptcy of the Company, any right to require a proceeding first against the limitations set forth in Section 15.03 hereof (collectivelyCompany, the “Guarantee Obligations”). Subject to the provisions benefit of this Article 15discussion, each Guarantor hereby agrees that its Note Guarantee hereunder shall be unconditional, irrespective of the validity, regularity protest or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes notice with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders Note or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest debt evidenced thereby and notice of any kind all demands whatsoever (except as expressly required by this Indenturespecified above), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides and covenants that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its this Note Guarantee shall will not be discharged as to any such Note except by payment in full of all Guarantee Obligations, including the principal, premium, if any, principal thereof and interest on thereon and as provided in Section 8.01 and Section 8.02, or if all or substantially all of such Guarantor's assets are sold, or all of its Capital Stock is sold, in each case in a transaction in compliance with Section 4.11. The maturity of the Notes and all other costs provided for under this Indenture or obligations guaranteed hereby may be accelerated as provided in Article 7Six for the purposes of this Article Eleven. In the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Article Eleven. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article Six, the Trustee shall promptly make a demand for payment on the Notes under the Note Guarantees provided for in this Article Eleven. If any Holder the Trustee or the Trustee Holder of any Note is required by any court or otherwise to return to either the Issuer Company or the Guarantorsany Guarantor, or any trustee custodian, receiver, liquidator, trustee, sequestrator or other similar official acting in relation relating to either the Issuer Company or the Guarantorssuch Guarantor, any amount paid by the Issuer or the Guarantors to the Trustee or such HolderHolder in respect of a Note, the Note GuaranteeGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees of the Guarantors further agrees, to the fullest extent that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor agrees may lawfully do so, that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Six hereof for the purposes hereofof its Note Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby. Each of the Guarantors hereby irrevocably waives any claim or other right which it may now or hereafter acquire against the Company or any other Guarantor that arise from the existence, payment, performance or enforcement of its obligations under its Note Guarantee Obligationsand this Indenture, and (y) including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of the event of Holders against the Company or any acceleration Guarantor or any collateral which any such Holder or the Trustee on behalf of such obligations Holder hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company or a Guarantor, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or Note on account of such claim or other rights, except to the extent that such claim or right would be necessary to preserve the enforceability of a Note Guarantee as provided in Article 6 hereofSection 11.05. If any amount shall be paid to a Guarantor in violation of the preceding sentence and the principal of, premium, of any, and accrued interest on the Notes shall not have been paid in full, such Guarantee Obligations (whether or not due and payable) amount shall forthwith become due and payable by be deemed to have been paid to such Guarantor for the purpose benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of the Holders to be credited and applied upon the principal of, premium, if any, and accrued interest on the Notes. Each of the Guarantors acknowledges that it will receive direct and indirect benefits from the issuance of the Notes pursuant to this Indenture and that the waivers set forth in this Section 11.01 are knowingly made in contemplation of such benefits. The Note GuaranteeGuarantees set forth in this Section 11.01 shall not be valid or become obligatory for any purpose with respect to a Note until the certificate of authentication on such Note shall have been signed by or on behalf of the Trustee.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3), premium, if any, and interest on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 1510, each Guarantor hereby agrees that its Note Guarantee hereunder shall be unconditionalfully, irrespective of the validityunconditionally and irrevocably guarantees, regularity or enforceability of the Notes or this Indentureas primary obligor and not merely as surety, the absence of any action jointly and severally with each other Guarantor, to enforce the same, any waiver or consent by any each Holder of the Notes with respect Notes, to any thereofthe extent lawful, and the entry of any judgment against Trustee the Issuerfull and punctual payment when due, any action to enforce the same whether at maturity, by acceleration, by redemption or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Lawotherwise, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principalprincipal of, premium, if any, and interest on the Notes and all other costs provided for obligations and liabilities of the Company under this Indenture (including without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the obligations under Section 7.07), the Collateral Documents and the Intercreditor Agreements (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Guarantors will also agree to pay any and all costs and expenses (including reasonable counsel fees and expenses) incurred by the Trustee, the Collateral Agent or the Holders in enforcing any rights under the Note Guarantees. The obligations of the Guarantors under the Note Guarantees will rank equally in right of payment with other Indebtedness of such Guarantors, except to the extent such other Indebtedness is expressly subordinated to the obligations arising under the Note Guarantees, in which case the obligations of the Guarantors under the Note Guarantees will rank senior in right of payment to such other Indebtedness. Each Guarantor agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. 106 To the fullest extent permitted by law, each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. To the fullest extent permitted by law, each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as provided set forth in Article 7Section 10.02, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. If Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to exercise or 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 is required by Collateral Agent for the Guaranteed Obligations or any court of them; (e) any change in the ownership of the Company; (f) any default, failure or otherwise to return to either delay, willful or otherwise, in the Issuer or performance of the GuarantorsGuaranteed Obligations, or (g) any trustee other act or similar official acting thing or omission or delay to do any other act or thing which may or might in relation any manner or to either any extent vary the Issuer risk of any Guarantor or the Guarantors, any amount paid by the Issuer would otherwise operate as a discharge of such Guarantor as a matter of law or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectequity. Each Guarantor agrees that it its Note Guarantee herein shall not be entitled to any right of subrogation remain in relation to the Holders in respect of any Guarantee Obligations hereby full force and effect until payment in full of all the Guaranteed Obligations or such obligations guaranteed herebyGuarantor is released from its Note Guarantee in compliance with Section 10.02 or Articles 8 or 12. Each Guarantor further agrees that its Note 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, premium, if any, or interest on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder 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 has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law). Each Guarantor further agrees that, as between itsuch Guarantor, on the one hand, and the Holders of Notes and the TrusteeHolders, on the other hand, (x) the maturity of the obligations guaranteed hereby Guaranteed Obligations may be accelerated as provided in Article 6 hereof this Indenture for the purposes hereofof its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, Guaranteed Obligations and (y) in the event of any such declaration of acceleration of such obligations as provided in Article 6 hereofGuaranteed Obligations, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purpose purposes of this Note Guarantee. 107 Neither the Company nor the Guarantors shall be required to make a notation on the Notes to reflect any Note Guarantee or any release, termination or discharge thereof and any such notation shall not be a condition to the validity of any Note Guarantee. Notwithstanding anything to the contrary provided herein, neither Parent nor any its Subsidiaries shall be required to provide any guarantee, pledge or asset support agreement that, in the reasonable judgment of Parent, would subject Parent to any adverse tax consequence due to the application of Section 956 of the Note GuaranteeCode.

Note Guarantee. By its execution hereof, Each Guarantor and each Guarantor acknowledges and agrees that it receives substantial benefits from Restricted Subsidiary of the Issuer and that such Guarantor which in accordance with Section 4.16 hereof is providing its Note Guarantee for good and valuable considerationrequired to guarantee the obligations of the Issuer under the Notes, including, without limitation, such substantial benefits. Accordingly, subject to the provisions upon execution of a counterpart of this Article 15Indenture, each Guarantor hereby jointly and severally unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and its successors and assigns irrespective of the validity or enforceability of this Indenture, the Notes or the obligations of the Issuer under this Indenture or the Notes, that: (i) the principal of of, premium (including the Redemption Price upon redemption pursuant to Article 3), premiumif any) and interest and Liquidated Damages, if any, and interest on the Notes shall will be duly and punctually paid in full when due, whether at the Maturity Datematurity or interest payment date, upon by acceleration, upon call for redemption or otherwise, and interest on the overdue principalprincipal of, premium, if any, and (to the extent permitted by law) interest on any interestor Liquidated Damages, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder under this Indenture or under the Notes (including fees, expenses or other) shall will be promptly paid in full or performed, all in accordance with the terms hereofof this Indenture and the Notes; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall they will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datematurity, by acceleration, call for redemption acceleration or otherwise, subject, however, in the case . Failing payment when due of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15any amount so guaranteed for whatever reason, each Guarantor will be obligated to pay the same whether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Section 6.02 hereof. Each Guarantor agrees that this is a guarantee of payment not a guarantee of collection. Each Guarantor hereby agrees that its obligations with regard to this Note Guarantee hereunder shall be joint and several, unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or the obligations of the Issuer under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Note Guarantee.recovery

Note Guarantee. By its execution Subject to Section 10.06 hereof, each Guarantor acknowledges of the Subsidiary Guarantors hereby, jointly and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable considerationseverally, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and to the Trustee and its successors and assigns assigns, irrespective of the validity and enforceability of this Indenture, the Notes and the Obligations of the Company hereunder and thereunder, that: (ia) the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, interest and interest Liquidated Damages, if any, on the Notes shall will be duly and punctually promptly paid in full when due, subject to any applicable grace period, whether at the Maturity Datematurity, upon by acceleration, upon redemption or otherwise, and interest on the overdue principal, premium, if any, and (to the extent permitted by law) interest on any interest, if any, and Liquidated Damages, if any, on the Notes Notes, and all other obligations payment Obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall thereunder will be promptly paid in full or and performed, all in accordance with the terms hereofhereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at the Maturity Datestated maturity, by acceleration, call for redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, subject, however, and shall entitle the Holders to accelerate the Obligations of the Subsidiary Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, same extent as the “Guarantee Obligations”)Obligations of the Company. Subject to the provisions of this Article 15, each Guarantor The Subsidiary Guarantors hereby agrees agree that its Note Guarantee their Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the entry recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such a Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense Company, protest, notice and all demands whatsoever and covenants that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall will not be discharged except by payment complete performance of the Obligations contained in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7Indenture. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or Company, the Subsidiary Guarantors, or any trustee Note Custodian, Trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Subsidiary Guarantors, any amount paid by the Issuer or the Guarantors either to the Trustee or such Holder, the this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between itthe Subsidiary Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Subsidiary Guarantors for the purpose of this Note Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note GuaranteeGuarantees.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15, Ten each Guarantor hereby jointly and severally unconditionally guarantees guarantees, on a senior unsecured basis, to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and to the Trustee and its successors and assigns that: successors, irrespective of (i) the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer or any other Guarantors to the Holders or the Trustee hereunder or thereunder or (ii) the absence of any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or default of a Guarantor, that: (a) the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, interest and interest Additional Interest, if any, on and any Additional Amounts, if any, with respect to the Notes shall be duly and punctually paid in full when due, whether at the Maturity Datematurity, upon acceleration, upon redemption by acceleration or otherwise, and interest on the overdue principal, premium, if any, principal and (to the extent permitted by law) interest on any interestor Additional Interest, if any, on or Additional Amounts, if any, with respect to the Notes and all other obligations of the Issuer or any Guarantor to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07) and all other obligations under this Indenture or the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereofhereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed, subject, however, in or failing performance of any other obligation of the case of clauses (i) and (ii) above, Issuer to the limitations set forth in Section 15.03 hereof (collectivelyHolders, the “Guarantee Obligations”). Subject to the provisions of this Article 15for whatever reason, each Guarantor hereby shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Note Guarantee, and shall entitle the Holders of Notes or the Trustee to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Issuer. Each Guarantor, by execution of the Note Guarantee, agrees that its Note Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of this Indenture or the Notes or this IndentureNotes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the entry recovery of any judgment against the Issuer, any action to enforce the same same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such a Guarantor. Each Guarantor hereby Guarantor, by execution of the Note Guarantee, waives and relinquishes: (a) the benefit of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Partyprotest, any creditor of notice and all demands whatsoever and covenant that such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment complete performance of the obligations contained in full of all Guarantee Obligationsthe Notes, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7and such Note Guarantee. The Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantorsto any Guarantor, or any trustee custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantorssuch Guarantor, any amount paid by the Issuer or the Guarantors such Guarantor to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xa) subject to this Article Ten, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Six hereof for the purposes hereofof the Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligationsobligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article 6 Six hereof, such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of the such Note Guarantee. The Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No shareholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Note Guarantee by reason of his, her or its status as such shareholder, officer, director, employee or incorporator.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15Eleven, each Subsidiary Guarantor hereby hereby, jointly and severally, fully and unconditionally guarantees Guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent Securities hereunder and delivered by to the Trustee and its successors and assigns thaton behalf of the Holders: (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, on and interest on each Security, when and as the Notes same shall be duly become due and punctually paid in full when duepayable, whether at the Maturity Datematurity, upon acceleration, upon redemption by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium, if any, principal of and (to the extent permitted by law) interest on any interest, if any, on the Notes Securities, to the extent lawful, and the due and punctual performance of all other obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performedTrustee, all in accordance with the terms hereof; of such Security and this Indenture and (ii) in the case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity DateStated Maturity, by acceleration, call for redemption acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 the next succeeding paragraph. Each Subsidiary Guarantor and by its acceptance hereof (collectively, each Holder hereby confirms that it is the “intention of all such parties that the Guarantee Obligations”). Subject by any Subsidiary Guarantor pursuant to the provisions of this Article 15, each Guarantor hereby agrees that its Note Guarantee hereunder shall be unconditional, irrespective not constitute a fraudulent transfer or conveyance for purposes of the validity, regularity or enforceability of the Notes or this IndentureUnited States Bankruptcy Code, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereofUniform Fraudulent Conveyance Act, the entry of any judgment against the Issuer, any action to enforce the same Uniform Fraudulent Transfer Act or any other circumstance which might otherwise constitute a legal similar Federal or equitable discharge or defense of such Guarantorstate law. Each Guarantor hereby waives and relinquishes: (a) any right to require To effectuate the Trusteeforegoing intention, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such each Subsidiary Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides irrevocably agree that the obligation obligations of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted each Subsidiary Guarantor under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment in full of all Guarantee Obligationslimited to the maximum amount as will, including the principal, premium, if any, and interest on the Notes and after giving effect to all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force contingent and effect. Each fixed liabilities of each Subsidiary Guarantor agrees that it shall not be entitled and after giving effect to any right of subrogation in relation to the Holders in respect collections from or payments made by or on behalf of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each other Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations of such other Subsidiary Guarantor under its Note Guarantee Obligationsor pursuant to the following paragraph, and (y) result in the event of any acceleration obligations of such obligations as provided in Article 6 hereof, Subsidiary Guarantor under its Note Guarantee not constituting such Guarantee Obligations (whether fraudulent transfer or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Note Guaranteeconveyance.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15Ten, each Subsidiary Guarantor hereby hereby, jointly and severally, fully and unconditionally guarantees Guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent Notes hereunder and delivered by to the Trustee and its successors and assigns thaton behalf of the Holders: (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, on and interest on each Note, when and as the Notes same shall be duly become due and punctually paid in full when duepayable, whether at the Maturity Datematurity, upon acceleration, upon redemption by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium, if any, principal of and (to the extent permitted by law) interest on any interest, if any, on the Notes Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performedTrustee, all in accordance with the terms hereof; of such Note and this Indenture and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity DateStated Maturity, by acceleration, call for redemption acceleration or otherwise, ; provided that any such Note Guarantee shall be limited hereunder to the same extent such Subsidiary Guarantor’s Guarantees of Indebtedness under the Credit Agreements are limited and subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 the next succeeding paragraph. Each Subsidiary Guarantor and by its acceptance hereof (collectively, each Holder hereby confirms that it is the “intention of all such parties that the Guarantee Obligations”). Subject by any Subsidiary Guarantor pursuant to the provisions of this Article 15, each Guarantor hereby agrees that its Note Guarantee hereunder shall be unconditional, irrespective not constitute a fraudulent transfer or conveyance for purposes of the validity, regularity or enforceability of the Notes or this IndentureUnited States Bankruptcy Code, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereofUniform Fraudulent Conveyance Act, the entry of any judgment against the Issuer, any action to enforce the same Uniform Fraudulent Transfer Act or any other circumstance which might otherwise constitute a legal similar Federal or equitable discharge or defense of such Guarantorstate law. Each Guarantor hereby waives and relinquishes: (a) any right to require To effectuate the Trusteeforegoing intention, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such each Subsidiary Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides irrevocably agree that the obligation obligations of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted each Subsidiary Guarantor under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment in full of all Guarantee Obligationslimited to the maximum amount as will, including the principal, premium, if any, and interest on the Notes and after giving effect to all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force contingent and effect. Each fixed liabilities of each Subsidiary Guarantor agrees that it shall not be entitled and after giving effect to any right of subrogation in relation to the Holders in respect collections from or payments made by or on behalf of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each other Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations of such other Subsidiary Guarantor under its Note Guarantee Obligationsor pursuant to the following paragraph, and (y) result in the event of any acceleration obligations of such obligations as provided in Article 6 hereof, Subsidiary Guarantor under its Note Guarantee not constituting such Guarantee Obligations (whether fraudulent transfer or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Note Guaranteeconveyance.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3), and premium, if any, and interest on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, each Guarantor hereby agrees that its Note Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, principal of and premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Note Guarantee.

Note Guarantee. By its execution hereofSubject to this Article Ten, each Guarantor acknowledges of the Guarantors hereby, jointly and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable considerationseverally, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby unconditionally guarantees on a senior unsecured basis to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and to the Trustee and its successors and assigns assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (ia) the principal of (including the Redemption Price upon redemption pursuant to Article 3), premium, if any, and interest on the Notes shall be duly and punctually promptly paid in full when due, whether at the Maturity Datematurity, upon by acceleration, upon redemption or otherwise, and interest on the overdue principal, premiumprincipal of and interest on the Notes, if any, and (to the extent permitted by law) interest on any interestif lawful, if any, on the Notes and all other obligations of the Issuer Issuers to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) thereunder shall be promptly paid in full or performed, all in accordance with the terms hereofhereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise, subject, however, in the case . Failing payment when due of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectivelyany amount so guaranteed or any performance so guaranteed for whatever reason, the “Guarantee Obligations”)Guarantors shall be jointly and severally obligated to pay the same immediately. Subject to the provisions of this Article 15, each Each Guarantor hereby agrees that its this Note Guarantee is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the entry recovery of any judgment against the IssuerIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such a Guarantor. Each Subject to Section 6.06 hereof, each Guarantor hereby waives and relinquishes: (a) waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense Issuers, protest, notice and all demands whatsoever and covenant that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment complete performance of the obligations contained in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7Indenture. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or Issuers, the Guarantors, Guarantors or any trustee custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or the Guarantors, any amount paid by the Issuer or the Guarantors either to the Trustee or such Holder, the this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations obligations guaranteed hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor further agrees that, as between itthe Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Six hereof for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, obligations guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 Six hereof, such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of the this Note Guarantee.

Note Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions limitations set forth in Section 16.05, the Guarantors hereby, jointly and severally unconditionally and irrevocably Guarantee, as primary obligor and not merely as surety, to each Holder, the Trustee, the Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this Article 15Indenture, each Guarantor hereby unconditionally guarantees to each Holder the Notes or the Obligations of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and its successors and assigns Company hereunder or thereunder, that: (ia) the principal of (including the Redemption Price upon redemption pursuant to Article 3), and premium, if any, and interest interest, if any, on the Notes (including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceedings), shall be duly and punctually promptly paid in full when due, whether at the Maturity DateStated Maturity, upon by acceleration, upon required purchase, redemption or repurchase or otherwise, and interest on the overdue principal, principal of and interest on premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes if lawful, and all other obligations of the Issuer Company to the Holders or Holders, the Trustee and the Collateral Agent hereunder or under the Notes (including fees, expenses or other) thereunder shall be promptly paid in full or performed, all in accordance with the terms hereofhereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity DateStated Maturity, by acceleration, call for required purchase, redemption or otherwise, subject, however, in the case of clauses repurchase or otherwise (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee ObligationsNote Guarantee”). Subject Failing payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the provisions of this Article 15, each Guarantor Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agrees agree that its Note Guarantee their obligations hereunder shall be unconditional, irrespective of the validity, legality, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the entry recovery of any judgment against the IssuerCompany or any Guarantor, if any, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each Guarantor The Guarantors hereby waives and relinquishes: (a) waive, to the fullest extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer Company or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such another Guarantor, the Issuerprotest, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides notice and all demands whatsoever and covenant that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment in full or conversion in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under in accordance with this Indenture or as provided in Article 7Indenture. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer Company or any of the Guarantors, or any trustee receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law or other similar official acting in relation to either the Issuer Company or any of the Guarantors, any amount paid by the Issuer or the Guarantors either to the Trustee or to such Holder, the Note GuaranteeGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations obligations Guaranteed hereby until payment in full of all such obligations guaranteed Guaranteed hereby. Each Guarantor further agrees that, as between itthe Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereofof the Note Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof6, such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purpose of the Note GuaranteeGuarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impact the rights of the Trustee or the Holders under the Note Guarantees.