Common use of Note Guarantees Clause in Contracts

Note Guarantees. Each Subsidiary Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its 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 recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.

Note Guarantees. Each Subject to Section 10.07 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a Guarantor hereby at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereunder, that: (a) the principal of (and premium, if any) , and interest on the Notes will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, call for redemption or otherwise otherwise, and interest on the overdue principal of and premium, if any, and interest (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest ) on the overdue principal, if any, and interest on any overdue interest, to the extent lawfulNotes, and all other obligations payment Obligations of the Company to the Holders Holders, the Trustee, the Agents, the Collateral Agent or the Trustee International Security Agent hereunder or thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligationsObligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance 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 Note Guarantees, subject, however, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the case of clauses (a) same manner and (b) above, to the limitations set forth in Section 1306 hereofsame extent as the Obligations of the Company. Each Subsidiary Guarantor hereby agrees The Guarantors agree that its 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 recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby further, to the extent permitted by law, waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants that the its Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations Obligations contained in such Note the Notes and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. If any Holder Holder, the Trustee, an Agent, the Collateral Agent or the Trustee International Security Agent is required by any court or otherwise to return to the Company Company, the Guarantors, the Trustee or any Subsidiary Guarantor, or any custodian, trustee, liquidator custodian or other similar official acting under any applicable bankruptcy law in relation to either the Company or any Subsidiary Guarantorthe Guarantors, any amount paid by the Company or any of them Guarantor to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note Guarantee of each of the Subsidiary GuarantorsGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and Holders, the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (xa) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of the its Note Guarantee of such Subsidiary GuarantorGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed herebythereby, and (yb) in the event of any declaration of acceleration of such obligations Obligations as provided in Article Five 6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary the Guarantor for the purpose of its 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 of such Subsidiary GuarantorGuarantees.

Note Guarantees. Each Subsidiary Guarantor hereby (a) Subject to this Article 10, each of the Guarantors hereby, as primary obligor and not merely as a surety, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and on a senior basis guarantees to each Holder of a Note authenticated and delivered by the Trustee and (or the Authenticating Agent), to the Trustee and its successors and assigns (on behalf of such Holderand for the benefit of the Holders, for the purpose of this Article 10, and not in its individual capacity, but solely in its role as representative of the Holders), irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: : (a1) the principal of (of, and premium, if any) , and interest on on, the Notes will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, call for redemption or otherwise otherwise, and interest on the overdue principal of and interest, and premium, if any, on the Notes (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, ) and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of clauses (a) payment and not a guarantee of collection. (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action or any delay or omission to assert any claim or to demand or enforce the sameany remedy hereunder or thereunder, any waiver waiver, surrender, release or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorguarantor (other than payment in full of all the Obligations of the Issuer hereunder and under the Notes). Each Subsidiary Guarantor hereby waives waives, to the benefits of fullest extent permitted by law, diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the Company or any other PersonIssuer, protest, notice and all demands whatsoever and covenants that the this Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guarantee. Each this Indenture or by release in accordance with the provisions of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.

Note Guarantees. Each Subsidiary Subject to this Article Ten, each Guarantor hereby hereby, jointly and severally, absolutely, fully and unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (a) the principal of (of, and premium, if any) , and interest on on, the Notes will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalpremium, if any, and interest on any overdue interestthe Notes, to the extent if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b) in the case of any extension of time of payment or renewal of any Notes or any of any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in such Guarantor shall be obligated to pay the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each Guarantor hereby agrees that its 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 recovery of any judgment against the Company, any action to enforce the same or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants covenant that the this Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorCompany, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them either to the Trustee or such Holder, the this Note Guarantee of each of the Subsidiary GuarantorsGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of the this Note Guarantee of such Subsidiary GuarantorGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary such Guarantor for the purpose of the this Note Guarantee of such Subsidiary GuarantorGuarantee.

Note Guarantees. (a) Each Subsidiary Guarantor hereby jointly and severally, absolutelyfully, unconditionally and irrevocably guarantees the Notes and obligations of the Company Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, on behalf of such Holder, that: (ai) the principal of (and premium, if any) any and interest on the Notes will shall be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by lawCode), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in . Each of the case Note Guarantees shall be a guarantee of clauses (a) payment and not of collection. (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its 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 recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note GuaranteeGuarantee or as provided for in this Indenture. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's ’s Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will shall pay to the Trustee for the account of the Holders, upon demand therefor, the 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. . (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Indenture. (e) Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five VI hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.

Note Guarantees. Each (a) Pursuant to the Note Guarantees, the Subsidiary Guarantor Guarantors hereby jointly fully and severallyunconditionally guarantee, absolutelyon an unsecured, unconditionally senior, joint and irrevocably guarantees several basis, to each Holder and to the Notes Trustee and its successors and assigns on behalf of each Holder, the due and punctual full payment of principal of, premium, if any, and interest on, and all other monetary obligations of the Company hereunder Issuers under this Indenture and thereunder, and guarantees the Notes (including obligations to the Trustee) with respect to each Holder of a Note authenticated and delivered by the Trustee or its agent pursuant to and to the Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligationsthis Indenture, the same will be paid in full when due or performed in accordance with the terms of this Indenture. The Subsidiary Guarantors further agree that the Note Guarantees may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors and that the Subsidiary Guarantors shall remain bound under this Article 10 notwithstanding any extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, renewal of any Note Guarantee. All payments under such Note Guarantee shall be made in the case of clauses (a) and U.S. dollars. (b) above, to the limitations set forth in Section 1306 hereof. Each The Subsidiary Guarantor Guarantors hereby agrees agree that its their obligations hereunder shall be unconditionalas if they were principal debtor and not merely surety, unaffected by, and irrespective of the of, any validity, regularity irregularity or enforceability unenforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder of indulgence granted to the Notes Issuers with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a guarantorsurety or guarantor (except payment in full); provided, however, that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Subsidiary Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. Each The Subsidiary Guarantor Guarantors hereby waives the benefits of waive diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuers, any right to require a proceeding first that the Trustee pursue or exhaust its legal or equitable remedies against the Company Issuers prior to exercising its rights under the Note Guarantee (including, for the avoidance of doubt, any right which the Subsidiary Guarantors may have to require the seizure and sale of the assets of the Issuers to satisfy the outstanding principal of, interest on or any other Personamount payable under each Note prior to recourse against the Subsidiary Guarantors or their assets), protest, protest or notice with respect to any Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants covenant that the Note Guarantee of such Subsidiary Guarantor will shall not be discharged as with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in such Note this Indenture, including Sections 10.3 and such Note Guarantee10.5. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in If at any time any payment of principal (or of, premium, if any) , or interest interest, if any, on such NoteNote is rescinded or must be otherwise restored or returned upon the insolvency, whether at its Stated Maturity, by acceleration, call for redemption, purchase bankruptcy or reorganization of the Issuers or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy Guarantors’ obligations hereunder with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account payment shall be reinstated as of the Holdersdate of such rescission, upon demand therefor, the amount that would otherwise have restoration or returns as though such payment had become due but had not been due made at such times. (c) The Subsidiary Guarantors also agree to pay any and payable had such rights all costs and remedies been permitted to be exercised expenses (including reasonable attorneys’ fees) incurred by the Trustee or any of the Holders. If Holder in enforcing any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantorrights under Section 10.1.

Note Guarantees. Each From and after the Issue Date and prior to the Existing Notes Repayment Date, the Company will not cause or permit (i) any of its Subsidiaries (other than a Guarantor or a Majority Owned JV), directly or indirectly, to guarantee any capital markets Indebtedness or any unsecured credit facility of the Company or any Guarantor or (ii) any Majority Owned JV, directly or indirectly, to guarantee any capital markets Indebtedness or any unsecured credit facility of the Company, in each case, with an aggregate principal amount in excess of the greater of (x) $150.0 million and (y) 2.0% of Total Assets, unless such Subsidiary: (a) within 20 Business Days of the date on which it guarantees such Indebtedness of the Company or any Guarantor executes and delivers to the Trustee a supplemental indenture pursuant to which such Subsidiary Guarantor hereby jointly and severallyshall guarantee (each, absolutely, unconditionally and irrevocably guarantees a “Note Guarantee”) all of the Company’s obligations under the Notes and obligations this Indenture and other terms contained in the applicable supplemental indenture and subject to the conditions contained in such supplemental indenture; and (b) delivers to the Trustee an Officers’ Certificate that all conditions precedent to the execution of such indenture have been complied with. Thereafter, such Subsidiary shall be a Guarantor for all purposes of this Indenture until such Note Guarantee is released in accordance with the provisions of this Indenture. In the event of a sale or other transfer or disposition of all of the Capital Stock in any Guarantor to any Person that is not an Affiliate of the Company hereunder in compliance with the terms of this Indenture, or in the event all or substantially all the assets or Capital Stock of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not an Affiliate of the Company in compliance with the terms of this Indenture, then, without any further action on the part of the Trustee or any Holder, such Guarantor (or the Person concurrently acquiring such assets of such Guarantor) shall be deemed automatically and thereunderunconditionally cancelled, released and guarantees discharged of any obligations under its Note Guarantee, as evidenced by a supplemental indenture, written instrument or confirmation executed by the Trustee, upon request; provided, however that if evidence of such cancellation, discharge or release is requested to each Holder be executed by the Trustee, an Officers’ Certificate and an Opinion of Counsel complying with Section 1301 of this Indenture. In addition, upon the release or discharge of any guarantee which resulted in the creation of a Note authenticated Guarantee (except a discharge or release by or as a result of payment under such guarantee), the Guarantor of such Note Guarantee shall be deemed automatically and delivered unconditionally cancelled, released and discharged of any obligations under its Note Guarantee, as evidenced by a supplemental indenture, written instrument or confirmation executed by the Trustee and to the Trustee on behalf of such HolderTrustee, that: (a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on upon request. The Company may cause any overdue interest, to the extent lawful, and all other obligations Subsidiary of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its 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 recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute issue a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of become a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Note Guarantee by a Subsidiary Guarantor agrees will be limited to an amount not to exceed the maximum amount that ifcan be guaranteed by that Subsidiary without rendering the Note Guarantee, after the occurrence and during the continuance of an Event of Defaultas it relates to such Subsidiary, the Trustee or any of the Holders are prevented by voidable under applicable law from exercising their respective relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantorcreditors generally.

Note Guarantees. Each Subsidiary Subject to this Article Ten, each Guarantor hereby hereby, jointly and severally, absolutely, fully and unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of (of, and premium, if any) , and interest on and liquidated damages, if any, on, the Notes will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalpremium, if any, and interest and liquidated damages, if any, on any overdue interestthe Notes, to the extent if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in the case of any extension of time of payment or renewal of any Notes or any of any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in such Guarantor shall be obligated to pay the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each Guarantor hereby agrees that its 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 recovery of any judgment against the Company, any action to enforce the same or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants covenant that the this Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorCompany, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them either to the Trustee or such Holder, the this Note Guarantee of each of the Subsidiary GuarantorsGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of the this Note Guarantee of such Subsidiary GuarantorGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary such Guarantor for the purpose of the this Note Guarantee of such Subsidiary GuarantorGuarantee.

Note Guarantees. Each (a) Pursuant to the Note Guarantees, the Subsidiary Guarantor Guarantors hereby jointly fully and severallyunconditionally guarantee, absolutelyon an unsecured, unconditionally senior, joint and irrevocably guarantees several basis, to each Holder and to the Notes Trustee and its successors and assigns on behalf of each Holder, the due and punctual full payment of principal of, premium, if any, and interest on, and all other monetary obligations of the Company hereunder under this Indenture and thereunder, and guarantees the Notes (including obligations to the Trustee) with respect to each Holder of a Note authenticated and delivered by the Trustee or its agent pursuant to and to the Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligationsthis Indenture, the same will be paid in full when due or performed in accordance with the terms of this Indenture. The Subsidiary Guarantors further agree that the Note Guarantees may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors and that the Subsidiary Guarantors shall remain bound under this Article 10 notwithstanding any extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, renewal of any Note Guarantee. All payments under such Note Guarantee shall be made in the case of clauses (a) and U.S. dollars. (b) above, to the limitations set forth in Section 1306 hereof. Each The Subsidiary Guarantor Guarantors hereby agrees agree that its their obligations hereunder shall be unconditionalas if they were principal debtor and not merely surety, unaffected by, and irrespective of the of, any validity, regularity irregularity or enforceability unenforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder of indulgence granted to the Notes Company with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a guarantorsurety or guarantor (except payment in full); provided, however, that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Subsidiary Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. Each The Subsidiary Guarantor Guarantors hereby waives the benefits of waive diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first that the Trustee pursue or exhaust its legal or equitable remedies against the Company prior to exercising its rights under the Note Guarantee (including, for the avoidance of doubt, any right which the Subsidiary Guarantors may have to require the seizure and sale of the assets of the Company to satisfy the outstanding principal of, interest on or any other Personamount payable under each Note prior to recourse against the Subsidiary Guarantors or their assets), protest, protest or notice with respect to any Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants covenant that the Note Guarantee of such Subsidiary Guarantor will shall not be discharged as with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in such Note this Indenture, including Sections 10.3 and such Note Guarantee10.5. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in If at any time any payment of principal (or of, premium, if any) , or interest interest, if any, on such NoteNote is rescinded or must be otherwise restored or returned upon the insolvency, whether at its Stated Maturity, by acceleration, call for redemption, purchase bankruptcy or reorganization of the Company or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy Guarantors’ obligations hereunder with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account payment shall be reinstated as of the Holdersdate of such rescission, upon demand therefor, the amount that would otherwise have restoration or returns as though such payment had become due but had not been due made at such times. (c) The Subsidiary Guarantors also agree to pay any and payable had such rights all costs and remedies been permitted to be exercised expenses (including reasonable attorneys’ fees) incurred by the Trustee or any of the Holders. If Holder in enforcing any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantorrights under Section 10.1.

Note Guarantees. (a) Each Subsidiary Guarantor hereby jointly and severally, absolutelyfully, unconditionally and irrevocably guarantees the Notes and obligations of the Company Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (ai) the principal of (and premium, if any) any and interest on the Notes will shall be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by lawCode), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in . Each of the case Note Guarantees shall be a guarantee of clauses (a) payment and not of collection. (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its 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 recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the Company Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note GuaranteeGuarantee or as provided for in this Indenture. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's ’s Note Guarantee without first proceeding against the Company Issuer or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will shall pay to the Trustee for the account of the Holders, upon demand therefor, the 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. . (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Indenture. (e) Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof VI for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereofVI, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.

Note Guarantees. (a) Each Subsidiary Guarantor hereby jointly and severally, absolutelyfully, unconditionally and irrevocably guarantees the Notes and obligations of the Company Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (ai) the principal of (and premium, if any) , and interest on the Notes will shall be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by lawCode), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in . Each of the case Note Guarantees shall be a guarantee of clauses (a) payment and not of collection. (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its 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 thereofthereof (other than any waiver or consent expressly releasing such Guarantor’s obligations hereunder), the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor (other than payment of the Notes). (c) Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note GuaranteeGuarantee or as provided for in this Indenture. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) , or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's ’s Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will shall pay to the Trustee for the account of the Holders, upon demand therefor, the 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. . (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Subsidiary Guarantor, any amount paid by any of them in respect of the Notes and/or the Note Guarantee to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Indenture. (e) Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Section 6.2 hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five Section 6.2 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.

Note Guarantees. Each Subsidiary (1) Subject to the provisions of this Article Fifteen, each Guarantor hereby jointly and severally, absolutely, fully and unconditionally and irrevocably guarantees the Notes as primary obligor and obligations of the Company hereunder and thereundernot merely as surety, and guarantees on a senior unsecured basis, to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee on behalf and its successors, irrespective of such Holder(i) the validity and enforceability of this Indenture, the Securities or the obligations of the Company or any other Guarantors to the Holders or the Trustee under this Indenture and the Securities 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 (and of, premium, if any) , interest and interest on additional interest, if any, with respect to the Notes will Securities shall be duly and punctually paid in full when due, whether at Stated Maturitymaturity, by accelerationacceleration or otherwise, call for redemption or otherwise and interest on the overdue principal and (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with ) interest on the overdue principalor additional interest, if any, and interest on any overdue interest, with respect to the extent lawful, Securities and all other obligations of the Company or any Guarantor to the Holders or the Trustee hereunder under this Indenture and the Securities (including amounts due the Trustee under Section 607) and all other obligations under this Indenture or thereunder will the Securities shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Securities; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of any such other obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Company to the Holders, howeverfor whatever reason, each Guarantor 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 Securities shall constitute an event of default under this Note Guarantee, and shall entitle the Holders of the Securities 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 Company. Notwithstanding the foregoing, in relation to any Security that is convertible or exchangeable for other securities of the case Company, a Guarantor’s guaranteed obligations shall not extend, following the occurrence of clauses (a) a bankruptcy of the Company, to any amount in excess of principal of, premium, if any, interest and additional interest, if any, and interest on the overdue principal and (b) above, to the limitations set forth in Section 1306 hereof. extent permitted by law) interest or additional interest, if any, with respect to such Securities. (2) Each Subsidiary Guarantor hereby Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of this Indenture or the Notes or this IndentureSecurities, 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 under this Indenture or thereofthe Securities, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same same, whether or not a Note Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby Guarantor, by execution of this Indenture, waives the benefits benefit of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants covenant that the such Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such Note the Securities and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's . The Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence is a guarantee of payment and during the continuance not of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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 Holderscollection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary such Guarantor, any amount paid by any of them the Company or such Guarantor to the Trustee or such Holder, the a Note Guarantee of each of the Subsidiary GuarantorsGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) subject to this Article Fifteen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Section 502 hereof for the purposes and, as provided in an Officers’ Certificate or supplemental indenture establishing any series of the Note Guarantee of such Subsidiary GuarantorSecurities in accordance with Section 301 hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article Five Section 502 hereof, and as provided in an Officers’ Certificate or supplemental indenture establishing any series of Securities in accordance with Section 301 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of such Note Guarantee. (3) Subject to Section 1506 hereof, the Note Guarantee shall remain in full force and effect until payment in full of all the obligations of the Guarantor, and the 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 any of the obligations of the Guarantor is rescinded or must otherwise be restored by any Holder upon bankruptcy or reorganization of the Company or otherwise. (4) 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 part of the Company’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 Securities are pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such Subsidiary payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the 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. (5) 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. (6) Each Guarantor hereby agrees that by virtue of its execution and delivery of this Indenture, it shall be deemed to have signed on each security issued hereunder a notation of the Note Guarantee. (7) Each Guarantor hereby agrees to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 1501.

Note Guarantees. (a) Each Subsidiary Guarantor hereby of the Note Guarantors, jointly and severally, absolutelyhereby unconditionally Guarantees (and subject in each case to the Agreed Guarantee Principles set forth in any notation of Note Guarantee, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereundersupplemental indenture, and guarantees or as contemplated by Section 4.24(d)) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder that: (ai) the due and punctual payment of the principal of (and of, premium, if any) , and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, call for repurchase, redemption or otherwise otherwise, (including, without limitation, ii) the amount that would become due but for the operation and punctual payment of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principalinterest, if any, on the overdue principal of and interest on any overdue interestthe Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee hereunder under this Indenture or thereunder will any Note shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; , and (biii) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration pursuant to Section 6.02 or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Note Guarantors shall be jointly and severally obligated to pay the same immediately. Each Note Guarantor shall agree that this is a Guarantee of payment and not a Guarantee of collection. If acceleration of the time for payment of any Notes Obligation by the Company is stayed by reason of the insolvency or receivership of the Company or otherwise, subject, however, in all Notes Obligations otherwise subject to acceleration under the case terms of clauses (a) and any Notes Document shall nonetheless be payable by the Note Guarantors hereunder forthwith on demand by the Trustee. (b) above, to Each of the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor Note Guarantors hereby agrees that its obligations hereunder with regard to its Guarantee shall be joint and several, 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 provisions hereof or thereof, the recovery of any judgment against the CompanyCompany 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 a guarantorNote Guarantor. Each Subsidiary Note Guarantor further, to the extent permitted by law, hereby waives and relinquishes 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: (i) any right to require any of the benefits Trustee, the Holders or the Company (each a “Benefited Party”), as a condition of diligencepayment or performance by such Note Guarantor, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of to (A) proceed against the Company, any right other guarantor (including any other Note Guarantor) of the obligations under the Note Guarantees or any other person, (B) proceed against or exhaust any security held from the Company, any such other guarantor or any other person, (C) proceed against or have resort to require a proceeding first against any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other Personperson, or (D) pursue any other remedy in the power of any Benefited Party whatsoever; (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Company including any defense based on or arising out of the lack of validity or the unenforceability of the obligations under the Note Guarantees or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Company from any cause other than payment in full of the obligations under the Note Guarantees; (iii) 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; (iv) any defense based upon any Benefited Party’s errors or omissions in the administration of the obligations under the Note Guarantees, except behavior which amounts to bad faith; (v) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Note Guarantees and any legal or equitable discharge of such Note Guarantor’s obligations hereunder and under its Note Guarantee, (B) the benefit of any statute of limitations affecting such Note Guarantor’s liability hereunder and under its Note Guarantee or the enforcement hereof and thereof, (C) any rights to set-offs, recoupments and counterclaims and (D) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (vi) notices, demands, presentations, protests, notices of protest, notice notices of dishonor and all demands whatsoever notices of any action or inaction, including acceptance of the Note Guarantees, notices of default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the obligations under the Note Guarantees or any agreement related thereto, and notices of any extension of credit to the Company and any right to consent to any thereof; (vii) to the extent permitted under applicable law, the benefits of any “One Action” rule; and (viii) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Note Guarantees. Except as set forth in Section 13.05, each Note Guarantor covenants that the its Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such its Note Guarantee and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorCompany, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantorthe Note Guarantors, any amount paid by any of them to either the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantorsany Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Note Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Note Guarantor shall further agrees agree that, as between each Subsidiary Guarantorthe Note Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Section 6.02 for the purposes of the Note Guarantee of such Subsidiary Guarantorany Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (yii) in the event of any declaration of acceleration of such obligations as provided in Article Five hereofSection 6.02, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Note Guarantors for the purpose of any such Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantee Guarantor so long as the exercise of such Subsidiary Guarantorright does not impair the rights of the Holders under the applicable Guarantee.

Note Guarantees. Each Subsidiary Guarantor hereby (a) Subject to this Article 11, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Agreed Security Principles, each of the Guarantors hereby, jointly and severally, absolutelyirrevocably and unconditionally guarantees, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder (such HolderGuarantee, a “Note Guarantee”), that: : (a1) the principal of (and premiumof, premium on, if any) , interest and interest on Additional Amounts, if any, on, the Notes will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of, premium on, if any, interest and interest on any overdue interestAdditional Amounts, to if any, on, the extent Notes, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewalextension, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of clauses (a) payment and not a guarantee of collection. (b) aboveSubject to this Article 11, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor Guarantors hereby agrees agree that its their obligations hereunder shall be are 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 recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the Company or any other PersonIssuer, protest, notice and all demands whatsoever and covenants covenant that the this Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorIssuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Subsidiary Guarantorthe Guarantors, any amount paid by any of them either to the Trustee or the Security Agent or such Holder, the this Note Guarantee of each of the Subsidiary GuarantorsGuarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of the this Note Guarantee of such Subsidiary GuarantorGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article Five 6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors will 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 of such Subsidiary GuarantorGuarantee.

Note Guarantees. Each Subsidiary Guarantor hereby Subject to Section 8.04, each of the Guarantors hereby, jointly and severally, absolutelyunconditionally guarantees to the Lender and its successors and assigns, unconditionally irrespective of the validity and irrevocably guarantees enforceability of this Agreement, the Notes and the obligations of the Company Borrower hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) and the interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal and interest on any interest, if any, and interest on any overdue interest, to the extent lawfulNotes, and all other payment obligations of the Company Borrower to the Holders or the Trustee Lender hereunder or thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the same 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 Stated Maturitystated maturity, by acceleration acceleration, redemption or otherwise. An Event of Default under this Agreement or the Notes shall constitute an event of default under the Note Guarantees, subject, however, and shall entitle the Lender to accelerate the obligations of the Guarantors hereunder in the case of clauses (a) same manner and (b) above, to the limitations set forth in Section 1306 hereofsame extent as the obligations of the Borrower. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its 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 Lender with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyBorrower, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. The parties agree that the Note Guarantees are guarantees of payment and not of collection. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyBorrower, any right to require a proceeding first against the Company or any other PersonBorrower, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor Guarantees will not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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 HoldersAgreement. If any Holder or the Trustee Lender is required by any court or otherwise to return to the Company or any Subsidiary GuarantorBorrower, the Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Borrower or any Subsidiary Guarantorthe Guarantors, any amount paid by any of them to the Trustee or such HolderLender, the Note Guarantee of each of the Subsidiary GuarantorsGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Lender in respect of any obligations guaranteed hereby. Each Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the TrusteeLender, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof V for the purposes of the Note Guarantee of such Subsidiary GuarantorGuarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five hereofV, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of the Note Guarantee Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such Subsidiary Guarantorright does not impair the rights of the Lender under the Note Guarantees.

Note Guarantees. Each Subsidiary Guarantor hereby jointly (a) The Guarantors, either by execution of this Indenture or a Supplemental Indenture, fully and, subject to the limitations on the effectiveness and severallyenforceability set forth in this Indenture or such Supplemental Indenture, absolutelyas applicable, unconditionally guarantee, on a joint and irrevocably guarantees several basis to each Holder and to the Notes Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, on, and all other monetary obligations of the Company hereunder Issuer under this Indenture and thereunderthe Notes (including obligations to the Trustee and the Security Agent and the obligations to pay Additional Amounts, and guarantees to if any) with respect to, each Holder of a Note authenticated and delivered by the Trustee or its agent pursuant to and to the Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligationsthis Indenture, the same will be paid in full when due or performed in accordance with the terms of this Indenture. The Guarantors further agree that the Note Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this ‎‎Article Ten notwithstanding any extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, renewal of any Note Obligation. All payments under each Note Guarantee will be made in the case of clauses (a) and U.S. dollars. (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its their obligations hereunder shall be unconditionalas if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder of indulgence granted to the Notes Issuer with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a guarantorsurety or guarantor (except payment in full); provided that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall, without the written consent of the Guarantors, increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. Each Subsidiary Guarantor The Guarantors hereby waives the benefits of waive diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuer, any right to require a proceeding first that the Trustee pursue or exhaust its legal or equitable remedies against the Company Issuer prior to exercising its rights under a Note Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on, or any other Personamount payable under, protesteach Note prior to recourse against such Guarantor or its assets), protest or notice with respect to, any Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants each covenant that the their Note Guarantee of such Subsidiary Guarantor will not be discharged as with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in such Note and such Note Guaranteethis Indenture, including ‎‎Section 10.04. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in If at any time any payment of principal (or of, premium, if any) or interest on such Note, whether at its Stated Maturityinterest, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf ofif any, or byAdditional Amounts, if any, on, such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Issuer, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy Guarantors’ obligations hereunder with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account payment shall be reinstated as of the Holdersdate of such rescission, upon demand therefor, the amount that would otherwise have restoration or returns as though such payment had become due but had not been due made at such times. (c) The Guarantors also agree to pay any and payable had such rights all costs and remedies been permitted to be exercised expenses (including reasonable attorneys’ fees) incurred by the Trustee or any of the Holders. If Holder in enforcing any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantorrights under this ‎‎Section 10.01.

Note Guarantees. (a) Each Subsidiary Note Guarantor hereby jointly and severally, absolutelyirrevocably and unconditionally guarantees, unconditionally on a senior secured basis, as a primary obligor and irrevocably guarantees the Notes and obligations of the Company hereunder and thereundernot merely as a surety, and guarantees to each Holder of a Note authenticated and delivered by Holder, to the Trustee and to the Priority Lien Collateral Trustee on behalf of such Holder, that: and its successors and assigns (ai) the principal of (performance and premium, if any) and interest on the Notes will be paid in full punctual payment when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its all obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or Issuer under this Indenture, the absence Notes and the Priority Lien Security Documents, whether for payment of principal of premium, if any, or interest on the Notes and all other monetary obligations of the Issuer under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or other amounts owed by the Issuer under this Indenture, the Notes and the Priority Lien Security Documents (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Note Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from any Note Guarantor, and that each Note Guarantor shall remain bound under this Article XII notwithstanding any extension or renewal of any action Guaranteed Obligation. (b) Each Note Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Priority Lien Collateral Trustee to assert any claim or demand or to enforce the same, any waiver right or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment remedy against the Company, any action to enforce the same Issuer or any other circumstance which might otherwise constitute a legal Person under this Indenture, the Notes, the Priority Lien Security Documents or equitable discharge any other agreement or defense otherwise; (ii) any extension or renewal of a guarantorthis Indenture, the Notes, the Priority Lien Security Documents or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes, the Priority Lien Security Documents or any other agreement; (iv) the release of any security held by any Holder, the Trustee or the Priority Lien Collateral Trustee for the Guaranteed Obligations or each Subsidiary Guarantor; (v) the failure of any Holder, the Trustee or the Priority Lien Collateral Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of each Subsidiary Guarantor, except as provided in Section 12.02(b). Each Subsidiary Note Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the benefits Note Guarantors such that such Note Guarantor’s obligations would be less than the full amount claimed. (c) Each Note Guarantor hereby waives any right to which it may be entitled to have the assets of diligence, presentment, demand for the Issuer first be used and depleted as payment of the Issuer’s or such Note Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Note Guarantor hereunder. Each Note Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Note Guarantor. (d) Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, filing performance and compliance when due (and not a guarantee of claims with a court in the event of insolvency or bankruptcy of the Company, collection) and waives any right to require a proceeding first against that any resort be had by any Holder, the Company Trustee or the Priority Lien Collateral Trustee to any security held for payment of the Guaranteed Obligations. (e) The Note Guarantee of each Note Guarantor is, to the extent and in the manner set forth in Article XII, equal in right of payment to all existing and future Priority Lien Obligations and all other senior Indebtedness of such Note Guarantor (including the ABL Lien Obligations), senior in right of payment to all existing and future subordinated Indebtedness of such Note Guarantor. (f) Except as expressly set forth in Sections 8.01(b), 12.02 and 12.06, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder, the Trustee or the Priority Lien Collateral Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes, the Priority Lien Security Documents or any other Personagreement, protestby any waiver or modification of any thereof, notice and all demands whatsoever and covenants that by any default, failure or delay, willful or otherwise, in the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in such any manner or to any extent vary the risk of any Note Guarantor or would otherwise operate as a discharge of any Note Guarantor as a matter of law or equity. (g) Each Note Guarantor agrees that its Note Guarantee shall remain in full force and such Note Guaranteeeffect until payment in full of all the Guaranteed Obligations. Each of Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated (together with any security interest securing such Subsidiary Guarantee), as the Subsidiary Guarantors hereby agrees thatcase may be, in the event of a default in payment if at any time payment, or any part thereof, of principal (or premium, if any) of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder, the Trustee or the Priority Lien Collateral Trustee upon the bankruptcy or reorganization of the Issuer or such NoteNote Guarantor or otherwise. (h) In furtherance of the foregoing and not in limitation of any other right which any Holder, the Trustee or the Priority Lien Collateral Trustee has at law or in equity against any Note Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at its Stated Maturitymaturity, by acceleration, call for redemption, purchase by redemption or otherwise, legal proceedings may be instituted or to perform or comply with any other Guaranteed Obligation, each Note Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee on behalf ofTrustee, forthwith pay, or bycause to be paid, the Holder of such Notein cash, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of DefaultHolders, the Trustee or any the Priority Lien Collateral Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the Holders are prevented by applicable law from exercising their respective rights Issuer to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or and the Priority Lien Collateral Trustee. (i) Each Note Guarantor agrees that it shall not be entitled to any right of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting subrogation in relation to either the Company or Holders in respect of any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated Guaranteed Obligations guaranteed hereby until payment in full force and effectof all Guaranteed Obligations. Each Subsidiary Note Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders Holders, the Trustee and the Priority Lien Collateral Trustee, on the other hand, (xi) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five hereof VI for the purposes of the Note Guarantee of such Subsidiary Guarantorherein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article Five hereofVI, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary the Note Guarantor for the purposes of this Section 12.01. (j) Each Note Guarantor also agree to pay any and all costs and expenses (including reasonable out-of-pocket attorneys’ fees and expenses) incurred by the Trustee, the Priority Lien Collateral Trustee or any Holder in enforcing any rights under this Section 12.01. (k) Upon request of the Trustee or the Priority Lien Collateral Trustee, each Note Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Note Guarantee of such Subsidiary Guarantorthis Indenture.

Note Guarantees. (a) Each Subsidiary Guarantor hereby of the Note Guarantors, jointly and severally, absolutelyhereby unconditionally Guarantees (and subject in each case to the Agreed Guarantee Principles set forth in any notation of Note Guarantee, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereundersupplemental indenture, and guarantees or as contemplated by Section 4.15(b) hereof) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder that: (ai) the principal due and punctual payment of (and premiumprincipal, if any) premium and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, call for redemption or otherwise otherwise, (including, without limitation, ii) the amount that would become due but for the operation and punctual payment of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principalprincipal of and interest on the Notes, if any, and interest on any overdue interest, to the extent if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder under this Indenture or thereunder will any Note shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; , and (biii) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration pursuant to Section 6.2 hereof or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case Note Guarantors shall be jointly and severally obligated to pay the same immediately. Each Note Guarantor shall agree that this is a Guarantee of clauses (a) payment and not a Guarantee of collection. (b) above, to Each of the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor Note Guarantors hereby agrees that its obligations hereunder with regard to its Guarantee shall be joint and several, 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 provisions hereof or thereof, the recovery of any judgment against the CompanyCompany 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 a guarantorNote Guarantor. Each Subsidiary Note Guarantor further, to the extent permitted by law, hereby waives and relinquishes 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: (i) any right to require any of the benefits Trustee, the Holders or the Company (each a “Benefited Party”), as a condition of diligencepayment or performance by such Note Guarantor, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of to (A) proceed against the Company, any right other guarantor (including any other Note Guarantor) of the obligations under the Note Guarantees or any other person, (B) proceed against or exhaust any security held from the Company, any such other guarantor or any other person, (C) proceed against or have resort to require a proceeding first against any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other Personperson, or (D) pursue any other remedy in the power of any Benefited Party whatsoever; (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Company including any defense based on or arising out of the lack of validity or the unenforceability of the obligations under the Note Guarantees or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Company from any cause other than payment in full of the obligations under the Note Guarantees; (iii) 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; (iv) any defense based upon any Benefited Party’s errors or omissions in the administration of the obligations under the Note Guarantees, except behavior which amounts to bad faith; (v) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Note Guarantees and any legal or equitable discharge of such Note Guarantor’s obligations hereunder and under its Note Guarantee, (B) the benefit of any statute of limitations affecting such Note Guarantor’s liability hereunder and under its Note Guarantee or the enforcement hereof and thereof, (C) any rights to set-offs, recoupments and counterclaims and (D) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (vi) notices, demands, presentations, protests, notices of protest, notice notices of dishonor and all demands whatsoever notices of any action or inaction, including acceptance of the Note Guarantees, notices of default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the obligations under the Note Guarantees or any agreement related thereto, and notices of any extension of credit to the Company and any right to consent to any thereof; (vii) to the extent permitted under applicable law, the benefits of any “One Action” rule; and (viii) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Note Guarantees. Except as set forth in Section 10.5 hereof, each Note Guarantor covenants that the its Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such its Note Guarantee and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorCompany, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantorthe Note Guarantors, any amount paid by any of them to either the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantorsany Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Note Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Note Guarantor shall further agrees agree that, as between each Subsidiary Guarantorthe Note Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Section 6.2 hereof for the purposes of the Note Guarantee of such Subsidiary Guarantorany Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (yii) in the event of any declaration of acceleration of such obligations as provided in Article Five Section 6.2 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Note Guarantors for the purpose of any such Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantee Guarantor so long as the exercise of such Subsidiary Guarantorright does not impair the rights of the Holders under the applicable Guarantee.

Note Guarantees. (a) Each Subsidiary Guarantor hereby of the Note Guarantors, jointly and severally, absolutelyhereby unconditionally Guarantees (and subject in each case to the Agreed Guarantee Principles set forth in any notation of Note Guarantee, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereundersupplemental indenture, and guarantees or as contemplated by Section 4.24(b)) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder that: (ai) the due and punctual payment of the principal of (and of, premium, if any) , and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, call for redemption or otherwise otherwise, (including, without limitation, ii) the amount that would become due but for the operation and punctual payment of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principalinterest, if any, on the overdue principal of and interest on any overdue interestthe Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee hereunder under this Indenture or thereunder will any Note shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; , and (biii) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration pursuant to Section 6.02 or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Note Guarantors shall be jointly and severally obligated to pay the same immediately. Each Note Guarantor shall agree that this is a Guarantee of payment and not a Guarantee of collection. If acceleration of the time for payment of any Notes Obligation by the Company is stayed by reason of the insolvency or receivership of the Company or otherwise, subject, however, in all Notes Obligations otherwise subject to acceleration under the case terms of clauses (a) and any Notes Document shall nonetheless be payable by the Note Guarantors hereunder forthwith on demand by the Trustee. (b) above, to Each of the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor Note Guarantors hereby agrees that its obligations hereunder with regard to its Guarantee shall be joint and several, 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 provisions hereof or thereof, the recovery of any judgment against the CompanyCompany 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 a guarantorNote Guarantor. Each Subsidiary Note Guarantor further, to the extent permitted by law, hereby waives and relinquishes 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: (i) any right to require any of the benefits Trustee, the Holders or the Company (each a “Benefited Party”), as a condition of diligencepayment or performance by such Note Guarantor, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of to (A) proceed against the Company, any right other guarantor (including any other Note Guarantor) of the obligations under the Note Guarantees or any other person, (B) proceed against or exhaust any security held from the Company, any such other guarantor or any other person, (C) proceed against or have resort to require a proceeding first against any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other Personperson, or (D) pursue any other remedy in the power of any Benefited Party whatsoever; (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Company including any defense based on or arising out of the lack of validity or the unenforceability of the obligations under the Note Guarantees or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Company from any cause other than payment in full of the obligations under the Note Guarantees; (iii) 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; (iv) any defense based upon any Benefited Party’s errors or omissions in the administration of the obligations under the Note Guarantees, except behavior which amounts to bad faith; (v) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Note Guarantees and any legal or equitable discharge of such Note Guarantor’s obligations hereunder and under its Note Guarantee, (B) the benefit of any statute of limitations affecting such Note Guarantor’s liability hereunder and under its Note Guarantee or the enforcement hereof and thereof, (C) any rights to set-offs, recoupments and counterclaims and (D) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (vi) notices, demands, presentations, protests, notices of protest, notice notices of dishonor and all demands whatsoever notices of any action or inaction, including acceptance of the Note Guarantees, notices of default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the obligations under the Note Guarantees or any agreement related thereto, and notices of any extension of credit to the Company and any right to consent to any thereof; (vii) to the extent permitted under applicable law, the benefits of any “One Action” rule; and (viii) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Note Guarantees. Except as set forth in Section 13.05, each Note Guarantor covenants that the its Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such its Note Guarantee and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorCompany, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantorthe Note Guarantors, any amount paid by any of them to either the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantorsany Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Note Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Note Guarantor shall further agrees agree that, as between each Subsidiary Guarantorthe Note Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Section 6.02 for the purposes of the Note Guarantee of such Subsidiary Guarantorany Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (yii) in the event of any declaration of acceleration of such obligations as provided in Article Five hereofSection 6.02, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Note Guarantors for the purpose of any such Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantee Guarantor so long as the exercise of such Subsidiary Guarantorright does not impair the rights of the Holders under the applicable Guarantee.

Note Guarantees. Each Subsidiary Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (a) As promptly as practicable and in any event within 60 days of the principal Issue Date (the “60 Day Post-Closing Period”), Holdings and each of its Restricted Subsidiaries (other than the Issuers) that are borrowers or guarantors under the Credit Agreement, excluding certain entities that would trigger a Rule 3-10 release as reasonably determined by Holdings, will jointly and premiumseverally irrevocably and unconditionally guarantee, if any) as a guarantor and interest on not as a surety, the Notes will be paid in full performance and punctual payment when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its all obligations hereunder shall be unconditional, irrespective of the validityIssuers under this Indenture and the Securities, 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 recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand whether for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or of, premium, if any) , or interest or additional interest on the Securities, expenses, indemnification or otherwise (all such Note, whether at its Stated Maturity, obligations guaranteed by acceleration, call for redemption, purchase or otherwise, legal proceedings such Note Guarantors being herein called the “Guaranteed Obligations”). Each Note Guarantor further agrees that the Guaranteed Obligations may be instituted by the Trustee on behalf ofextended or renewed, in whole or byin part, the Holder without notice or further assent from each such Note Guarantor, and that each such Note Guarantor shall remain bound under this Article 11 notwithstanding any extension or renewal of such Noteany Guaranteed Obligation. (b) Each Note Guarantor waives presentation to, subject demand of payment from and protest to the terms and conditions set forth in this Indenture, directly against each Issuers of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented Guaranteed Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Note Guarantor hereunder shall not be affected by applicable law from exercising their respective rights to accelerate (i) the maturity failure of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. If any Holder or the Trustee is required to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security, if any, held by any court Holder or the Trustee for the Guaranteed Obligations or any Note Guarantor; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Note Guarantor, except as provided in Section 11.02(b). (c) Except as otherwise provided herein, each Note Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Note Guarantors, such that such Note Guarantor’s obligations would be less than the full amount claimed. Each Note Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuers first be used and depleted as payment of the Issuers’ or such Note Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Note Guarantor hereunder. Each Note Guarantor hereby waives any right to which it may be entitled to require that the Issuers be sued prior to an action being initiated against such Note Guarantor. (d) Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Sections 8.01 and 11.02, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to return assert any claim or demand or to enforce any remedy under this Indenture, the Company Securities or any Subsidiary Guarantorother 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 any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid 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 them to the Trustee any Note Guarantor or such Holderwould otherwise operate as a discharge of any Note Guarantor as a matter of law or equity. (f) Except as set forth in Sections 8.01 and 11.02, the each Note Guarantor agrees that its Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated remain in full force and effecteffect until payment in full of all the Guaranteed Obligations. Except as set forth in Sections 8.01 and 11.02, each Note 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 any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuers or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Note Guarantor by virtue hereof, upon the failure of the Issuers to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Note Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the Issuers to the Holders and the Trustee and the Collateral Agent in respect of the Guaranteed Obligations. (h) Each Note Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Subsidiary Note Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 for the purposes of the any Note Guarantee of such Subsidiary Guarantorherein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article Five hereof6, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary such Note Guarantor for the purposes of this Section 11.01. (i) Each Note Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee, the Collateral Agent or any Holder in enforcing any rights under this Section 11.01. (j) Upon request of the Trustee, each Note Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the this Indenture. (k) Any Note Guarantee given by any direct or indirect parent of Holdings may be released and discharged from all obligations under this Article 11 at any time upon written notice to the Trustee from such Subsidiary Guarantordirect or indirect parent of Holdings.

Note Guarantees. Each Subsidiary Guarantor hereby (i) Subject to this Article X, the Intercreditor Agreement and the ABL Intercreditor Agreement, each Guarantor, as primary obligor and not merely as a surety, jointly and severally, absolutelyunconditionally, unconditionally on a senior basis and irrevocably guarantees the Notes and obligations of the Company hereunder and thereundersubject to any limitations set out in any supplemental indenture, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and (or the Authenticating Agent), to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) : A. the principal of (of, Additional Amounts and premium, if any) , and interest on on, the Notes will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, call for redemption or otherwise otherwise, and interest on the overdue principal of and interest, Additional Amounts and premium, if any, on the Notes (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, ) and all other obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in and ▇. ▇▇ case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise, subject, however, in the case . Failing payment when due of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity any amount so guaranteed or enforceability of the Notes or this Indentureany performance so guaranteed for whatever reason, the absence of any action Guarantors will be jointly and severally obligated to enforce pay the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.

Note Guarantees. Each (a) Pursuant to the Note Guarantees, the Subsidiary Guarantor Guarantors hereby jointly fully and severallyunconditionally guarantee, absolutelyon an unsecured, unconditionally senior, joint and irrevocably guarantees several basis, to each Holder and to the Notes Trustee and its successors and assign on behalf of each Holder, the due and punctual full payment of principal of, premium, if any, and interest on, and all other monetary obligations of the Company hereunder under this Indenture and thereunder, and guarantees the Notes (including obligations to the Trustee) with respect to each Holder of a Note authenticated and delivered by the Trustee or its agent pursuant to and to the Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligationsthis Indenture, the same will be paid in full when due or performed in accordance with the terms of this Indenture. The Subsidiary Guarantors further agree that the Note Guarantees may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors and that the Subsidiary Guarantors shall remain bound under this Article 10 notwithstanding any extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, renewal of any Note Guarantee. All payments under such Note Guarantee shall be made in the case of clauses (a) and U.S. dollars. (b) above, to the limitations set forth in Section 1306 hereof. Each The Subsidiary Guarantor Guarantors hereby agrees agree that its their obligations hereunder shall be unconditionalas if they were principal debtor and not merely surety, unaffected by, and irrespective of the of, any validity, regularity irregularity or enforceability unenforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder of indulgence granted to the Notes Company with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a guarantorsurety or guarantor (except payment in full); provided, however, that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Subsidiary Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. Each The Subsidiary Guarantor Guarantors hereby waives the benefits of waive diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first that the Trustee pursue or exhaust its legal or equitable remedies against the Company prior to exercising its rights under the Note Guarantee (including, for the avoidance of doubt, any right which the Subsidiary Guarantors may have to require the seizure and sale of the assets of the Company to satisfy the outstanding principal of, interest on or any other Personamount payable under each Note prior to recourse against the Subsidiary Guarantors or their assets), protest, protest or notice with respect to any Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants covenant that the Note Guarantee of such Subsidiary Guarantor will shall not be discharged as with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in such Note this Indenture, including Sections 10.3 and such Note Guarantee10.5. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in If at any time any payment of principal (or of, premium, if any) , or interest interest, if any, on such NoteNote is rescinded or must be otherwise restored or returned upon the insolvency, whether at its Stated Maturity, by acceleration, call for redemption, purchase bankruptcy or reorganization of the Company or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy Guarantors’ obligations hereunder with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account payment shall be reinstated as of the Holdersdate of such rescission, upon demand therefor, the amount that would otherwise have restoration or returns as though such payment had become due but had not been due made at such times. (c) The Subsidiary Guarantors also agree to pay any and payable had such rights all costs and remedies been permitted to be exercised expenses (including reasonable attorneys’ fees) incurred by the Trustee or any of the Holders. If Holder in enforcing any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantorrights under Section 10.1.

Note Guarantees. Each Subsidiary Guarantor hereby Section 11.01 Guarantee. (a) Subject to this Article 11, each of the Guarantors (other than the Quebec Guarantor) hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (a1) the principal of (of, premium and premiumAdditional Interest, if any) , and interest on the Notes will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of and interest on the Notes, if any, and interest on any overdue interest, to the extent if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subjectthe Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Subject to this Article 11, howeverthe Quebec Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Subsidiary Guarantee of the New Brunswick Guarantor set forth in the case of clauses clause (a) of this Section 11.01 or the obligations of the Company or the New Brunswick Guarantor hereunder or thereunder, the prompt payment and (b) aboveperformance when due of all obligations of the New Brunswick Guarantor under such Subsidiary Guarantee. Failing payment or performance when due of any obligation so guaranteed, the Quebec Guarantor will be obligated to pay or perform the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary The Quebec Guarantor hereby agrees that its this is a guarantee of payment and not a guarantee of collection. (c) The Guarantors hereby agree that their obligations hereunder shall be are 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 recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants covenant that the Note this Subsidiary Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. . (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorCompany, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantorthe Guarantors, any amount paid by any of them either to the Trustee or such Holder, the Note Guarantee of each of the this Subsidiary GuarantorsGuarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (e) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of the Note Guarantee of such this Subsidiary GuarantorGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article Five 6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors will have the Note Guarantee 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 GuarantorGuarantee.

Note Guarantees. Each Subsidiary Guarantor hereby Subject to the limitations set forth in Section 16.05, the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees 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 Indenture, the Notes and obligations or the Obligations of the Company hereunder and or thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) , and interest interest, if any, on the Notes will (including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceedings), shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, call for redemption redemption, required purchase or otherwise (includingrepurchase or otherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of and interest on premium, if any, and interest on any overdue interest, to the extent if any, if lawful, and all other obligations of the Company to the Holders or Holders, the Trustee and the Collateral Agent hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration acceleration, redemption, required purchase or repurchase or otherwise. Failing payment when due, subjectsubject to any applicable grace period, howeverof any amount so Guaranteed or any performance so Guaranteed for whatever reason, in the case of clauses (a) Guarantors shall be jointly and (b) above, severally obligated to pay the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its 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 recovery of any judgment against the CompanyCompany or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives waives, to the benefits of fullest extent permitted by applicable law, diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Personanother Guarantor, protest, notice and all demands whatsoever and covenants covenant that the Note Guarantee of such Subsidiary Guarantor will Guarantees shall not be discharged as to any Note except by complete performance payment in full or conversion in full of the obligations contained Notes in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in accordance with this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantorof the Guarantors, or any custodianreceiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law or other similar official acting in relation to either the Company or any Subsidiary Guarantorof the Guarantors, any amount paid by any of them either to the Trustee or to such Holder, the Note Guarantee of each of the Subsidiary GuarantorsGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article Five hereof 6 for the purposes of the Note Guarantee of such Subsidiary GuarantorGuarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five hereof6, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of the Note Guarantee Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such Subsidiary Guarantorright does not impair the rights of the Trustee or the Holders under the Note Guarantees.

Note Guarantees. (a) Each Subsidiary Guarantor Guarantor, hereby jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company Obligations hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Indenture Trustee and to the Indenture Trustee on behalf of such Holder, that: : (ai) the principal of (and premium, if any) any and interest on the Notes will shall be paid in full when due, whether at Stated Maturitythe Legal Final Maturity Date, by acceleration, call for redemption acceleration or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by lawCode), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company Issuer to the Holders or the Indenture Trustee hereunder or thereunder will shall be paid in full or performed, all in accordance with the terms hereof and thereof; and and (bii) in case of any extension of time of payment or renewal of any Notes or of any such other obligationsObligations, the same will shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitythe Legal Final Maturity Date, by acceleration or otherwise. The obligations of each Guarantor are direct, subjectindependent and primary obligations of each Guarantor and are irrevocable, howeverabsolute, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective and continuing obligations and are not conditioned in any way upon the institution of suit or the taking of any other action, the pursuit of any remedies or any attempt to enforce performance of or compliance with the Obligations by the Issuer and each Guarantor, and their respective successors, transferees or assigns, and shall constitute a guaranty of payment and performance and not of collection, binding upon the Guarantor and its successors and assigns and irrevocable without regard to the validity, regularity legality or enforceability of this Indenture or any other Basic Document, or the Notes lack of power or authority of the Issuer or any Guarantor to enter into this IndentureIndenture or any other Basic Document, the absence or any substitution, release or exchange of any action to enforce the same, other guaranty or any waiver or consent by other security for any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same Obligations or any other circumstance which whatsoever (other than payment) that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, and shall not be subject to any right of set off, recoupment or counterclaim and are in no way conditioned or contingent upon any attempt to collect from the Issuer, any Guarantor or any other entity or to perfect or enforce any security or upon any other condition or contingency or upon any other action, occurrence, or circumstance whatsoever. Each Subsidiary Guarantor hereby waives Without limiting the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy generality of the Companyforegoing, no Guarantor shall have any right to require a proceeding first against the Company terminate this guaranty, or any other Personto be released, protestrelieved or discharged from its obligations hereunder except as provided in Section 11.1 hereof, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will obligations shall not be discharged as to affected, diminished, modified or impaired for any Note except by complete performance reason whatsoever, including, without limitation, (i) the change, modification or amendment of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees thatany obligation, in the event of a default in payment of principal (duty, guarantee, warranty, responsibility, covenant or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions agreement set forth in this Indenture, directly against each the granting of any extension of time for payment to the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company Issuer or any other Subsidiary surety, or any extension or renewal of the Issuer’s obligations under this Indenture, (ii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of any of the Issuer’s or any Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default’s assets, the Trustee receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization of or similar proceedings affecting the Issuer or any Guarantor or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity assets of the NotesIssuer or any Guarantor, to collect interest on the Notes(iii) any furnishing or acceptance of additional security or any exchange, surrender, substitution or to enforce release of any security, (iv) any waiver, consent or other action or inaction or any exercise or non-exercise of any other right right, remedy or remedy power with respect to the NotesObligations or this Indenture, such Subsidiary (v) any merger or consolidation of the Issuer or the Guarantor will pay into or with any other person or entity, the Issuer’s loss of its separate corporate identity or its ceasing to be an affiliate of any Guarantor, or (vi) the failure to give notice to any Guarantor of the occurrence of a default under the terms and provisions of this Indenture. (b) Each Guarantor irrevocably and unconditionally waives, to the Trustee for fullest extent permitted by applicable law, any right it may have now, or in the account future, under law or in equity, to: (i) the notice of any waiver or extension granted to the HoldersIssuer; (ii) all notices which may be required by applicable statute, upon demand therefor, the amount that would rule of law or otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or preserve any of the Holders. rights of the Noteholders against the Issuer, each Guarantor or any other person; (iii) require either that an action be brought against the Issuer or any other person or entity as a condition to proceeding against any Guarantor, or to require that action be first taken against any security given by the Issuer or any Guarantor; (iv) notice of (a) any Noteholder’s acceptance and reliance on this guaranty, (b) default or demand in the case of default, provided such notice or demand has been given to or made upon the Issuer or any Guarantor, and (c) any extensions or consents granted to the Issuer, any Guarantor or any other surety; (v) promptness, diligence, presentment, demand of payment or enforcement and any other notice with respect to any of the Obligations and this guaranty; (vi) require any election of remedies; (vii) require the marshalling of assets or the resort to any other security; (viii) except as otherwise expressly provided herein, claim any other defense, contingency, circumstance or matter which might constitute a legal or equitable discharge of a surety or guarantor; (ix) any defense based on or arising out of the voluntary or involuntary bankruptcy, insolvency, liquidation, dissolution, receivership, or other similar proceeding affecting the Issuer; or (x) any defense related to the addition, substitution or partial or entire release of any guarantor, maker or other party (including the Issuer and each Guarantor) primarily or secondarily liable or responsible for the performance and observance of any of the terms set forth in this Indenture and the other Basic Documents or by any extension, waiver, amendment or action whatsoever which may release a guarantor (other than performance). (c) If any Holder Noteholder or the Indenture Trustee is required by any court or otherwise to return to the Company Issuer or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Subsidiary Guarantor, any amount paid by any of them to the Indenture Trustee or such HolderNoteholder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (c) shall remain effective notwithstanding any contrary action which may be taken by the Indenture Trustee or any Noteholder in reliance upon such amount required to be returned. This paragraph (c) shall survive the termination of this Indenture. (d) Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Indenture Trustee, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Five V hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations Obligations as provided in Article Five V hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.

Note Guarantees. (a) Each Subsidiary Note Guarantor hereby jointly and severally, absolutelyfully, unconditionally and irrevocably guarantees the Notes guarantees, as primary obligor and obligations of the Company hereunder not merely as surety, jointly and thereunderseverally with each other Note Guarantor, and guarantees to each Holder of a Note authenticated and delivered by the Trustee the full and to the Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) and interest on the Notes will be paid in full punctual payment when due, whether at Stated Maturitymaturity, by acceleration, call for by redemption or otherwise otherwise, of the Obligations (including, without limitationsuch guaranteed Obligations, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code "Guaranteed Obligations"). Each Note Guarantor further agrees (to the extent permitted by law)) that the Obligations may be extended or renewed, together with interest on the overdue principalin whole or in part, if anywithout notice or further assent from it, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder that it will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of remain bound under this Article X notwithstanding any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, howeverObligation. Each Note Guarantor hereby agrees to pay, in addition to the case of clauses amounts stated above, any and all expenses (aincluding reasonable counsel fees and expenses) and incurred by the Trustee or the Holders in enforcing any rights under any Note Guarantee. (b) aboveEach Note Guarantor waives presentation to, demand of payment from and protest to the limitations set forth in Section 1306 hereofCompany of any of the Obligations and also waives notice of protest for nonpayment. Each Subsidiary Note Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective waives notice of the validity, regularity or enforceability of any default under the Notes or this Indenture, the absence Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (i) the failure of any action Holder to assert any claim or demand or to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first or remedy against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in Person under this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company Notes or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that ifagreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, after the occurrence and during the continuance waiver, amendment or modification of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate terms or provisions of this Indenture, the maturity of the Notes, to collect interest on the Notes, Notes or to enforce or exercise any other right or remedy with respect to agreement; (iv) the Notes, such Subsidiary Guarantor will pay to the Trustee for the account release of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised any security held by the Trustee or any of the Holders. If any Holder or the Trustee is required for the Obligations or any of them; (v) the failure of any Holder to exercise any right or remedy against any other Note Guarantor; or (vi) any change in the ownership of the Company. (c) Each Note 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 court Holder to any security held for payment of the Obligations. (d) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to return assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (e) Each Note 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 any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any Subsidiary Guarantorother right which any Holder has at law or in equity against each Note 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 Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or any custodiancause to be paid, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantorscash, 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 extent theretofore discharged, shall be reinstated in full force and effect. not prohibited by law). (g) Each Subsidiary Note Guarantor further agrees that, as between each Subsidiary such Note Guarantor, on the one hand, and the Holders and the TrusteeHolders, on the other hand, : (xi) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Five hereof this Indenture for the purposes of the its Note Guarantee of such Subsidiary Guarantorherein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and ; and (yii) in the event of any such declaration of acceleration of such obligations as provided in Article Five hereofObligations, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary such Note Guarantor for the purpose purposes of the its Note Guarantee of such Subsidiary GuarantorGuarantee.

Note Guarantees. Each Subject to the provisions of this Article Twelve, each Subsidiary Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee Trustee, on behalf of such Holderthe Holders, that: (ai) the principal of (due and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation punctual payment of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law)principal of, together with interest on the overdue principalpremium, if any, and interest and Liquidated Damages, if any, on any each Note, when and as the same shall become due and payable, whether at Stated Maturity or purchase upon a Change of Control Triggering Event or Asset Sale Offer, and whether by declaration of acceleration, a Change of Control Triggering Event, Asset Sale Offer, call for redemption or otherwise, the due and punctual payment of interest on the overdue interestprincipal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof of such Note and thereof; this Indenture and (bii) in the case of any extension of time of payment or renewal of any Notes or any of any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated MaturityMaturity or purchase upon a Change of Control Triggering Event or Asset Sale Offer, and whether by acceleration declaration of acceleration, a Change of Control Triggering Event, Asset Sale Offer, call for redemption or otherwise, subject, however, otherwise (the obligations in the case of clauses (ai) and (bii) abovehereof being the "Guaranteed Obligations"). Without limiting the generality of the foregoing, each Subsidiary Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the limitations set forth in Section 1306 hereofHolders or the Trustee under the Notes and the Indenture but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. Each The Subsidiary Guarantor Guarantors hereby agrees agree that its their 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 Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of the Company or a surety or guarantor. Each The Subsidiary Guarantor Guarantors hereby waives the benefits of waive diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company Company, the benefit of discussion, protest or notice with respect to any other Person, protest, notice such Note or the Indebtedness evidenced thereby and all demands whatsoever (except as specified above), and covenants covenant that the Note Guarantee of such Subsidiary Guarantor Guaranteed Obligations will not be discharged as to any such Note except by complete performance of the obligations contained payment in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder full of such NoteGuaranteed Obligations and as provided in Sections 401, subject to the terms 1102, 1205 and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect1206. Each Subsidiary Guarantor further agrees that, as between each such Subsidiary Guarantor, on the one hand, Guarantor and the Holders and the Trustee, on the other handHolders, (xi) the maturity of the obligations guaranteed hereby Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary GuarantorFive, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyCompany or any other Subsidiary Guarantor in respect of the Guaranteed Obligations, and (yii) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article Five hereofFive, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article Five, the Trustee shall promptly make a demand for payment on any Notes in respect of which the Guaranteed Obligations provided for in this Article Twelve are not discharged. Each Subsidiary Guarantor for hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the purpose of Company that arise from the Note Guarantee existence, payment, performance or enforcement of such Subsidiary Guarantor's obligations under this Indenture, or any other document or instrument including, without limitation, any right of reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of the Holders against the Company, 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 in any other manner, payment or security on account of such claim or other rights. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Notes pursuant to any Note Guarantee against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Note pursuant to the provisions of this Indenture; PROVIDED, HOWEVER, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payment arising out of, or based upon such right of subrogation until the principal of (and premium, if any) and interest on all Notes issued hereunder shall have been paid in full to the Holders entitled thereto. If any amount shall be paid to any Subsidiary Guarantor in violation of this paragraph and the Guaranteed Obligations shall not have been paid in full, such amount shall be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee. Each Subsidiary Guarantor acknowledges that it shall receive direct and indirect benefits from the issuance of the Notes and that the waiver set forth in this Section 1201 is knowingly made in contemplation of such benefits.

Note Guarantees. (a) Each Subsidiary Guarantor hereby hereby, jointly and severally, absolutelyfully, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (ai) the principal of (and premium, if any) any and interest on the Notes will shall be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by lawCode), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any the Notes or of any such other obligations, the same will shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in . Each of the case Note Guarantees shall be a guarantee of clauses (a) payment and not of collection. (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its 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 recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note GuaranteeGuarantee or as provided for in this Indenture. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's ’s Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will shall pay to the Trustee for the account of the Holders, upon demand therefor, the 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. . (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Indenture. (e) Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Section 6.02 for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereofSection 6.02, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.

Note Guarantees. Each Subsidiary Guarantor (a) The Guarantor, hereby jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes Notes, Hedge Agreements and obligations of the Company Obligations hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Indenture Trustee and to the Indenture Trustee on behalf of such Holder, that: : (ai) the principal of (and premium, if any) any and interest on the Notes will shall be paid in full when due, whether at Stated Maturitythe Legal Final Maturity Date, by acceleration, call for redemption acceleration or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by lawCode), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company Issuer to the Holders or the Indenture Trustee hereunder or thereunder will shall be paid in full or performed, all in accordance with the terms hereof and thereof; and and (bii) in case of any extension of time of payment or renewal of any Notes or of any such other obligationsObligations, the same will shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitythe Legal Final Maturity Date, by acceleration or otherwise. The obligations of the Guarantor are direct, subjectindependent and primary obligations of the Guarantor and are irrevocable, howeverabsolute, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective and continuing obligations and are not conditioned in any way upon the institution of suit or the taking of any other action, the pursuit of any remedies or any attempt to enforce performance of or compliance with the Obligations by the Issuer and the Guarantor, and their respective successors, transferees or assigns, and shall constitute a guaranty of payment and performance and not of collection, binding upon the Guarantor and its successors and assigns and irrevocable without regard to the validity, regularity legality or enforceability of this Indenture or any other Basic Document, or the Notes lack of power or authority of the Issuer or the Guarantor to enter into this IndentureIndenture or any other Basic Document, the absence or any substitution, release or exchange of any action to enforce the same, other guaranty or any waiver or consent by other security for any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same Obligations or any other circumstance which whatsoever (other than payment) that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, and shall not be subject to any right of set off, recoupment or counterclaim and are in no way conditioned or contingent upon any attempt to collect from the Issuer, the Guarantor or any other entity or to perfect or enforce any security or upon any other condition or contingency or upon any other action, occurrence, or circumstance whatsoever. Each Subsidiary Guarantor hereby waives Without limiting the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy generality of the Companyforegoing, the Guarantor shall not have any right to require a proceeding first against the Company terminate this guaranty, or any other Personto be released, protestrelieved or discharged from its obligations hereunder except as provided in Section 11.1 hereof, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will obligations shall not be discharged as to affected, diminished, modified or impaired for any Note except by complete performance reason whatsoever, including, without limitation, (i) the change, modification or amendment of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees thatany obligation, in the event of a default in payment of principal (duty, guarantee, warranty, responsibility, covenant or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions agreement set forth in this Indenture, directly against each the granting of any extension of time for payment to the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company Issuer or any other Subsidiary surety, or any extension or renewal of the Issuer’s obligations under this Indenture, (ii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of any of the Issuer’s or the Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default’s assets, the Trustee receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization of or similar proceedings affecting the Issuer or the Guarantor or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity assets of the NotesIssuer or the Guarantor, to collect interest on the Notes(iii) any furnishing or acceptance of additional security or any exchange, surrender, substitution or to enforce release of any security, (iv) any waiver, consent or other action or inaction or any exercise or non-exercise of any other right right, remedy or remedy power with respect to the NotesObligations or this Indenture, such Subsidiary (v) any merger or consolidation of the Issuer or the Guarantor will pay into or with any other person or entity, the Issuer’s loss of its separate corporate identity or its ceasing to be an affiliate of the Guarantor, or (vi) the failure to give notice to the Trustee for the account Guarantor of the Holdersoccurrence of a default under the terms and provisions of this Indenture. (b) The Guarantor irrevocably and unconditionally waives, upon demand thereforto the fullest extent permitted by applicable law, any right it may have now, or in the amount that would future, under law or in equity, to: (i) the notice of any waiver or extension granted to the Issuer; (ii) all notices which may be required by applicable statute, rule of law or otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or preserve any of the Holders. rights of the Noteholders against the Issuer, the Guarantor or any other person; (iii) require either that an action be brought against the Issuer or any other person or entity as a condition to proceeding against the Guarantor, or to require that action be first taken against any security given by the Issuer or the Guarantor; (iv) notice of (a) any Noteholder’s acceptance and reliance on this guaranty, (b) default or demand in the case of default, provided such notice or demand has been given to or made upon the Issuer or the Guarantor, and (c) any extensions or consents granted to the Issuer, the Guarantor or any other surety; (v) promptness, diligence, presentment, demand of payment or enforcement and any other notice with respect to any of the Obligations and this guaranty; (vi) require any election of remedies; (vii) require the marshalling of assets or the resort to any other security; (viii) except as otherwise expressly provided herein, claim any other defense, contingency, circumstance or matter which might constitute a legal or equitable discharge of a surety or guarantor; (ix) any defense based on or arising out of the voluntary or involuntary bankruptcy, insolvency, liquidation, dissolution, receivership, or other similar proceeding affecting the Issuer; or (x) any defense related to the addition, substitution or partial or entire release of any guarantor, maker or other party (including the Issuer and the Guarantor) primarily or secondarily liable or responsible for the performance and observance of any of the terms set forth in this Indenture and the other Basic Documents or by any extension, waiver, amendment or action whatsoever which may release a guarantor (other than performance). (c) If any Holder Noteholder or the Indenture Trustee is required by any court or otherwise to return to the Company Issuer or any Subsidiary the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Subsidiary the Guarantor, any amount paid by any of them to the Indenture Trustee or such HolderNoteholder, the Note Guarantee of each of the Subsidiary GuarantorsGuarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary This paragraph (c) shall remain effective notwithstanding any contrary action which may be taken by the Indenture Trustee or any Noteholder in reliance upon such amount required to be returned. This paragraph (c) shall survive the termination of this Indenture. (d) The Guarantor further agrees that, as between each Subsidiary the Guarantor, on the one hand, and the Holders and the Indenture Trustee, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Five V hereof for the purposes of the Note Guarantee of such Subsidiary the Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations Obligations as provided in Article Five V hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary the Guarantor for the purpose of the Note Guarantee of such Subsidiary the Guarantor.

Note Guarantees. Each Subsidiary Subject to the provisions of Section 1204 hereof, each Guarantor hereby jointly and severally, absolutelyfully, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and the obligations of each other Guarantor hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (a) the principal of (and premiumpremium and Additional Interest, if any) and the interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by lawCode), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; , and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary of the Note Guarantees shall be a guarantee of payment and not of collection. Each Guarantor hereby agrees that its 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 recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note GuaranteeGuarantee or as provided for in this Indenture. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premiumpremium or Additional Interest, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore at, as discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five V hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any acceleration of such obligations as provided in Article Five V hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.

Note Guarantees. (a) Each Subsidiary Guarantor hereby jointly and severally, absolutelyfully, unconditionally and irrevocably guarantees the Notes and obligations of the Company Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, on behalf of such Holder, that: (ai) the principal of (and premium, if any) any and interest on the Notes will shall be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by lawLaw), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company Issuer to the Holders Holders, the Trustee or the Collateral Trustee hereunder or thereunder will shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in . Each of the case Note Guarantees shall be a guarantee of clauses (a) payment and not of collection. (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its 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 recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note GuaranteeGuarantee or as provided for in this Indenture. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee and/or the Collateral Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's ’s Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee, the Collateral Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will shall pay to the Trustee and/or the Collateral Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee, the Collateral Trustee or any of the Holders. . (d) If any Holder Holder, the Trustee or the Collateral Trustee is required by any court or otherwise to return to the Company Issuer or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Subsidiary Guarantor, any amount paid by any of them to the Trustee, the Collateral Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee, the Collateral Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Indenture. (e) Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders Holders, the Trustee and the Collateral Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five VI hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.

Note Guarantees. (a) Each Subsidiary Note Guarantor hereby jointly and severally, absolutelyfully, unconditionally and irrevocably guarantees the Notes guarantees, as primary obligor and obligations of the Company hereunder not merely as surety, jointly and thereunderseverally with each other Note Guarantor, and guarantees to each Holder of a Note authenticated and delivered by the Trustee (i) the due and to the Trustee on behalf punctual payment of such Holder, that: (a) the principal of (and premiuminterest on each Note, if any) 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 and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interestNotes, to the extent lawful, and the due and punctual payment of all other obligations and due and punctual performance of all obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof of such Note, this Indenture and thereof; any Registration Rights Agreement with respect to such Note, and (bii) in the case of any extension of time of payment or renewal of any Notes or any of any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise, subject, howeverotherwise (the “Guaranteed Obligations”). Each Note Guarantor further 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 X notwithstanding any extension or renewal of any Guaranteed Obligation. Each Note Guarantor hereby agrees to pay, in addition to the case of clauses amounts stated above, any and all expenses (aincluding reasonable counsel fees and expenses) and incurred by the Trustee or the Holders in enforcing any rights under any Note Guarantee. (b) aboveEach Note Guarantor waives presentation to, demand of payment from and protest to the limitations set forth in Section 1306 hereofIssuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Note Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective waives notice of the validity, regularity or enforceability of any default under the Notes or the Guaranteed Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (i) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuers 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 provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal agreement or equitable discharge otherwise; (ii) any extension or defense renewal of a guarantor. Each Subsidiary Guarantor hereby waives the benefits any thereof; (iii) any rescission, waiver, amendment or modification of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy any of the Companyterms or provisions of this Indenture, any right to require a proceeding first against the Company Notes or any other Person, protest, notice and all demands whatsoever and covenants that agreement; (iv) the Note Guarantee release of such Subsidiary Guarantor will not be discharged as to any Note except security held by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. If any Holder or the Trustee is required by any court or otherwise to return to for the Company Guaranteed Obligations or any Subsidiary of them; (v) the failure of any Holder to exercise any right or remedy against any other Note Guarantor, ; or (vi) any custodian, trustee, liquidator or other similar official acting change in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each ownership of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Issuers. (c) Each Subsidiary Note Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, that its Note Guarantee herein constitutes a guarantee of payment when due (and the Holders not a guarantee of collection) and the Trustee, on the other hand, (x) the maturity waives any right to require that any resort be had by any Holder to any security held for payment of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary GuarantorGuaranteed Obligations.

Note Guarantees. (a) Each Subsidiary Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (ai) the principal of (and premium, if any) any and interest on the Notes will shall be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by lawCode), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in . Each of the case Note Guarantees shall be a guarantee of clauses (a) payment and not of collection. (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its 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 recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the Company Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note GuaranteeGuarantee or as provided for in this Indenture. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's ’s Note Guarantee without first proceeding against the Company Issuer or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will shall pay to the Trustee for the account of the Holders, upon demand therefor, the 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. . (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Indenture. (e) Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five VI hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.

Note Guarantees. Each (a) Subject to this Article 11, each of the Subsidiary Guarantor hereby Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (a1) the principal of (and of, premium, if any) , on, and interest interest, if any, on the Notes will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of, premium on, if any, and interest on any overdue interest, to if any, on, the extent Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case of clauses (a) Subsidiary Guarantors will be jointly and (b) above, severally obligated to pay the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Guarantor hereby agrees that its this is a guarantee of payment and not a guarantee of collection. (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be are 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 recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants covenant that the this Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Company, the Subsidiary Guarantor, Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any the Subsidiary GuarantorGuarantors, any amount paid by any of them either to the Trustee or such Holder, the this Note Guarantee of each of the Subsidiary GuarantorsGuarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (d) Each Subsidiary Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each the Subsidiary GuarantorGuarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of the this Note Guarantee of such Subsidiary GuarantorGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article Five 6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by each the Subsidiary Guarantor Guarantors for the purpose of this Note Guarantee. The Subsidiary Guarantors will 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 Guarantee of such Subsidiary GuarantorGuarantee.

Note Guarantees. Each Subsidiary Guarantor hereby (a) Subject to this Article 10, each of the Guarantors hereby, as primary obligor and not merely as a surety, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and on a senior basis guarantees to each Holder of a Note authenticated and delivered by the Trustee (or the Authenticating Agent), to the Trustee and its successors and assigns and to the Trustee Notes Security Agent (on behalf of such Holderand for the benefit of the Holders, for the purpose of this Article 10, and not in its individual capacity, but solely in its role as representative of the Holders in holding and enforcing the Notes Collateral and the Notes Security Documents), irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: : (a1) the principal of (of, and premium, if any) , and interest on on, the Notes will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, call for redemption or otherwise otherwise, and interest on the overdue principal of and interest, and premium, if any, on the Notes (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, ) and all other obligations of the Company Issuer to the Holders or the Trustee or the Notes Security Agent hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of clauses (a) payment and not a guarantee of collection. (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action or any delay or omission to assert any claim or to demand or enforce the sameany remedy hereunder or thereunder, any waiver waiver, surrender, release or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorguarantor (other than payment in full of all the Obligations of the Issuer hereunder and under the Notes). Each Subsidiary Guarantor hereby waives waives, to the benefits of fullest extent permitted by law, diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the Company or any other PersonIssuer, protest, notice and all demands whatsoever and covenants that the this Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guarantee. Each this Indenture or by release in accordance with the provisions of this Indenture. (c) If any Holder, the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf ofTrustee, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. If any Holder or the Trustee Notes Security Agent is required by any court or otherwise to return to or for the Company or any Subsidiary Guarantorbenefit of the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Subsidiary Guarantorthe Guarantors, any amount paid by any of them either the Issuer or the Guarantors to the Trustee Trustee, the Notes Security Agent, or such Holder, the this Note Guarantee of each of the Subsidiary GuarantorsGuarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (d) Until terminated in accordance with Section 10.06 hereof, each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders Holders, the Notes Security Agent, and the Trustee, on the other hand, , (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of the this Note Guarantee of such Subsidiary GuarantorGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and and (y2) in the event of any declaration of acceleration of such obligations as provided in Article Five hereof, 6 hereof such obligations (whether or not due and payable) shall will forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors will 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. (e) Each Guarantor also agrees to pay any and all costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee or the Notes Security Agent in enforcing any rights under this Section 10.01. (f) Each 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 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 Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such Subsidiary Guarantorpayment 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 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.

Note Guarantees. (a) Each Subsidiary Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (ai) the principal of (and premium, if any) any and interest on the Notes will shall be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by lawCode), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in . Each of the case Note Guarantees shall be a guarantee of clauses (a) payment and not of collection. (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its 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 recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the Company Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note GuaranteeGuarantee or as provided for in this Indenture. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's ’s Note Guarantee without first proceeding against the Company Issuer or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will shall pay to the Trustee for the account of the Holders, upon demand therefor, the 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. . (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This Section 11.1(d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This Section 11.1(d) shall survive the termination of this Indenture. (e) Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five VI hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.

Note Guarantees. Each (a) Subject to the limitations set forth in Schedule 10.1, each Restricted Subsidiary that is required to become a Note Guarantor pursuant to Section 4.12 hereof hereby jointly irrevocably Guarantees (collectively, the “Note Guarantees”), as primary obligor and severallynot merely as surety, absolutelyon a senior basis to each Holder, unconditionally the Collateral Agents (on behalf of and irrevocably guarantees for the Notes benefit of Holders, for the purpose of this Article 10, and obligations not in their individual capacities, but solely in their roles as representatives of the Company hereunder Holders in holding and thereunderenforcing the Collateral and the Security Documents), and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: and its successors and assigns (ai) the principal of (full and premium, if any) and interest on the Notes will be paid in full punctual payment when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subjectof all payment obligations of the Issuers under this Indenture and the Notes, howeverwhether for payment of principal of, premium, or interest and all other monetary obligations of the Issuers under this Indenture or in respect of the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Any such Note Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Note Guarantor, and that such Note Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Note Guarantor waives presentation to, demand of payment from and protest to the Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Collateral Agents on behalf of the Holders or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any Notes held by any Holder, the Collateral Agents or the Trustee for the Guaranteed Obligations or any of them; (v) the failure of any Holder, the Collateral Agents on behalf of the Holders or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Note Guarantor, except as provided in Section 10.02(c). (c) Each Note Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Note Guarantors, such that such Note Guarantor’s obligations would be less than the full amount claimed. Each Note Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuers first be used and depleted as payment of the Issuers’ or such Note Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Note Guarantor hereunder. Each Note Guarantor hereby waives any right to which it may be entitled to require that the Issuers be sued prior to an action being initiated against such Note Guarantor. (d) Each Note 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 or the Trustee to any Note held for payment of the Guaranteed Obligations. (e) If any Note Guarantor makes payments under its Note Guarantee, each Note Guarantor must contribute its share of such payments. Each Note Guarantor’s share of such payment will be computed based on the proportion that the net worth of the relevant Note Guarantor represents relative to the aggregate net worth of all the Note Guarantors combined. (f) [Reserved]. (g) Each Note Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of the Guaranteed Obligations. Except as expressly set forth in Sections 4.12, 4.13, 8.01(b), 10.02, Schedule 10.1 and the terms of any Note Guarantee Supplement, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (h) Each Note Guarantor 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 clauses principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuers or otherwise unless such Note Guarantee has been released in accordance with this Indenture. (ai) and (b) above, Subject to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditionalSchedule 10.1, irrespective in furtherance of the validity, regularity or enforceability foregoing and not in limitation 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 recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. If which any Holder or the Trustee is required has at law or in equity against any Note Guarantor by virtue hereof, upon the failure of the Issuers to pay the principal of or interest on any court Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise otherwise, or to return perform or comply with any other Guaranteed Obligation, each Note Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Company Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of the Notes, (ii) accrued and unpaid interest on the Notes and (iii) all other monetary obligations of the Issuers to the Holders and the Trustee, including any Subsidiary Guarantorother unpaid principal amount of such Guaranteed Obligations, or accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and any custodian, trustee, liquidator or other similar official acting Additional Amounts. (j) Each Note Guarantor agrees that it shall not be entitled to exercise any right of subrogation in relation to either the Company or Holders in respect of any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated Guaranteed Obligations guaranteed hereby until payment in full force and effectof all Guaranteed Obligations. Each Subsidiary Note Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 for the purposes of the Note any Guarantee of such Subsidiary Guarantorherein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article Five hereof6, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary such Note Guarantor for the purposes of this Section 10.01. (k) Each Note Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (l) Upon request of the Trustee, each Note Guarantor shall execute and deliver such further instruments and do such further acts as the Trustee may reasonably require to carry out more effectively the purpose of this Indenture. (m) The Collateral Agents may only assert a claim or demand or enforce a right or remedy with respect to the Note Guarantee Guarantees at the direction of such Subsidiary Guarantorthe Trustee. The Trustee may direct the Collateral Agents to take enforcement action with respect to the Note Guarantees if any amount is declared or becomes due and payable pursuant to Section 6.02 (but not otherwise).

Note Guarantees. Each Subsidiary Guarantor hereby (a) Subject to this Article 10, each of the Guarantors hereby, as primary obligor and not merely as a surety, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and on a senior basis guarantees to each Holder of a Note authenticated and delivered by the Trustee (or the Authenticating Agent), to the Trustee and its successors and assigns and to the Trustee Notes Security Agent (on behalf of such Holderand for the benefit of the Holders, for the purpose of this Article 10, and not in its individual capacity, but solely in its role as representative of the Holders in holding and enforcing the Notes Collateral and the Notes Security Documents), irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: : (a1) the principal of (of, and premium, if any) , and interest on on, the Notes will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, call for redemption or otherwise otherwise, and interest on the overdue principal of and interest, and premium, if any, on the Notes (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, ) and all other obligations of the Company Issuer to the Holders or the Trustee or the Notes Security Agent hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of clauses (a) payment and not a guarantee of collection. (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action or any delay or omission to assert any claim or to demand or enforce the sameany remedy hereunder or thereunder, any waiver waiver, surrender, release or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorguarantor (other than payment in full of all the Obligations of the Issuer hereunder and under the Notes). Each Subsidiary Guarantor hereby waives waives, to the benefits of fullest extent permitted by law, diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the Company or any other PersonIssuer, protest, notice and all demands whatsoever and covenants that the this Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guarantee. Each this Indenture or by release in accordance with the provisions of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.

Note Guarantees. (a) Each Subsidiary Guarantor hereby jointly and severally, absolutelyfully, unconditionally and irrevocably guarantees the Notes and obligations of the Company Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (ai) the principal of (and premium, if any) any and interest on the Notes will shall be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by lawCode), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in . Each of the case Note Guarantees shall be a guarantee of clauses (a) payment and not of collection. (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its 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 recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the Company Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note GuaranteeGuarantee or as provided for in this Indenture. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's ’s Note Guarantee without first proceeding against the Company Issuer or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will shall pay to the Trustee for the account of the Holders, upon demand therefor, the 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. . (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Indenture. (e) Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Section 6.2 for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereofSection 6.2, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.

Note Guarantees. Each Subsidiary Guarantor Subject to the provisions of this ARTICLE VII, the Guarantors hereby fully, irrevocably and unconditionally guarantee, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and the Authorized Agents the full and punctual payment (whether at an installment date or the Maturity Date, upon redemption, purchase pursuant to an offer to purchase or acceleration or otherwise) of the principal, premium (if any) or interest, and any other amounts that may come due and payable under each Note and the full and punctual payment of all other amounts payable by the Issuer under this Indenture as they come due, provided that the obligations of each Guarantor hereunder shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such Holderother Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, that: (a) result in such obligations not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under Applicable Law. Upon failure by the principal Issuer to pay punctually any such amount, each of (the Guarantors shall, without duplication, forthwith pay the amount not so paid at the place and premiumtime and in the manner specified in this Indenture. This Note Guarantee constitutes a direct, if any) joint and interest on the Notes several, general unsecured and unconditional primary obligation of each Guarantor that will at all times rank at least pari passu with any existing and future senior unsecured Indebtedness of such Guarantor, except for such obligations as may be paid in full when duepreferred by provisions of law that are both mandatory and of general application, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, including without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, tax and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereoflabor claims. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditionalto pay, irrespective of in addition to the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the sameamounts stated above, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever fees, indemnity amounts and covenants that reasonable and documented costs and expenses (including reasonable and documented counsel fees and expenses) incurred by the Note Guarantee of such Subsidiary Guarantor will not be discharged as to Trustee or the Holders in enforcing any Note except by complete performance of the obligations contained in such Note and such rights under any Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject unconditionally and irrevocably waives all benefits applicable thereto to the terms fullest extent possible under existing law for this Note Guarantee to be joint and conditions set forth in this Indenture, directly against each several with the obligations of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary GuarantorIssuer.

Note Guarantees. Each Subsidiary Subject to this Article Twelve, each Guarantor hereby jointly and severally, absolutelyfully and unconditionally Guarantees, unconditionally and irrevocably guarantees on a senior basis, the Notes and obligations Obligations of the Company Issuer hereunder and thereunder, and guarantees Guarantees to each Holder of a Note authenticated and delivered by the Trustee Trustee, and to the Trustee for itself and on behalf of such Holder, that: (a1) the principal of (of, and interest and premium, if any) and interest on , on, the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption acceleration or otherwise (including, without limitation, including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by lawLaw), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (a1) and (b2) above, to the limitations limitation set forth in Section 1306 1204 hereof. Each Subsidiary Guarantor hereby agrees (to the extent permitted by applicable law) that its 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, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the Company Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such Note Note, this Indenture and such Note Guarantee. Each Guarantor acknowledges that the Note Guarantee is a Guarantee of payment, performance and compliance when due and not of collection. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (principal, interest or premium, if any) or interest on , with respect to such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's ’s Note Guarantee without first proceeding against the Company Issuer or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity Maturity of the Notes, to collect interest on the Notes, Notes or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will shall pay to the Trustee for the account of the Holders, upon demand therefor, Holder the 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. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, Trustee on the other hand, (x1) subject to this Article Twelve, the maturity Maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed Guaranteed hereby, and (y2) in the event of any acceleration of such obligations obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor. 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, 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.

Note Guarantees. Each (a) If any Restricted Subsidiary Guarantor hereby jointly (including any Restricted Subsidiary formed or acquired after the Issue Date) shall become a borrower or guarantor under any U.S. Credit Facility, then such Restricted Subsidiary shall (i) execute and severally, absolutely, deliver to the Trustee a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally and irrevocably guarantees the Notes and obligations Guarantee all of the Company hereunder Company’s obligations under the Securities and thereunderthis Indenture on the terms set forth in Article Twelve and (ii) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, and guarantees to each Holder of a Note authenticated executed and delivered by the Trustee such Restricted Subsidiary and to the Trustee on behalf constitutes a legal, valid, binding and enforceable obligation of such HolderSubsidiary; provided, that: (a) the principal of (and premiumhowever, if any) and interest on the Notes will be paid in full when duethat if, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitationany time, the amount that would become due but for 9.5% Notes are not outstanding, all references in the operation Indenture and the Securities to “Restricted Subsidiary” or “Restricted Subsidiaries” shall be changed to, and deemed to be a reference to, “Subsidiary” and “Subsidiaries,” as applicable. (b) Notwithstanding the foregoing, each Guarantee by a Guarantor of the automatic stay under Section 362(aSecurities shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Federal Bankruptcy Code Company, of all of the Company’s Capital Stock in, or all or substantially all the assets of, such Guarantor, which transaction is in compliance with the terms of this Indenture and pursuant to the extent permitted by law), together with interest on the overdue principalwhich transaction such Guarantor is released from all guarantees, if any, and interest on any overdue interest, to the extent lawful, and all by it of other obligations Indebtedness of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its 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 recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of its Subsidiaries or (ii) such Subsidiary Guarantor will not ceasing to be discharged as a borrower or guarantor under any U.S. Credit Facility or the 9.5% Notes (other than by reason of a payment under a guarantee by any Subsidiary), or (iii) such Subsidiary ceasing to any Note except by complete performance be a wholly owned Subsidiary of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary GuarantorCompany.

Note Guarantees. Each Subsidiary Guarantor hereby Subject to this Article 10, each of the Note Guarantors hereby, jointly and severallyseverally with each other Note Guarantor and with Holdings, absolutelyirrevocably and unconditionally guarantees, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunderon a senior unsecured basis (Holdings on an unsecured senior subordinated basis), and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of (and of, premium, if any) , and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of and interest on the Notes, if any, and interest on any overdue interest, to the extent if lawful, and all other obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder will whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subjecteach Note Guarantor, howevertogether with Holdings as described in Article 11, in shall be jointly and severally, obligated to pay the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Note Guarantor hereby agrees that its this is a guarantee of payment and not a guarantee of collection. The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, the Holdings Guarantee, any Note Guarantee 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 recovery of any judgment against the CompanyIssuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Note Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the Company or any other PersonIssuers, protest, notice and all demands whatsoever and covenants that this Note Guarantee, as the Note Guarantee of such Subsidiary Guarantor will case may be, shall not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guaranteethis Indenture. Each of the Subsidiary Guarantors hereby Note Guarantor also agrees thatto pay, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject addition to the terms amount stated above, any and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence all costs and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due expenses (including reasonable attorneys’ fees and payable had such rights and remedies been permitted to be exercised expenses) incurred by the Trustee or any of the HoldersHolder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorIssuers, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers, Holdings or any Subsidiary Guarantorthe Note Guarantors, any amount paid by any of them either to the Trustee or such Holder, the Holder and this Note Guarantee of each of the Subsidiary GuarantorsGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Note Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Note Guarantor further agrees that, as between each Subsidiary Guarantorthe Note Guarantors and Holdings, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 for the purposes of the this Note Guarantee of such Subsidiary GuarantorGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five hereof6, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. 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, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note 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 Issuers’, Holdings’ or any other Note 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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee 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 Note Guarantor shall be a general senior unsecured obligation of such Subsidiary Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. (a) Each Subsidiary Guarantor hereby jointly and severally, absolutelyfully, unconditionally and irrevocably guarantees the Notes and obligations of the Company Issuers hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (ai) the principal of (and premium, if any) any and interest on the Notes will shall be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by lawCode), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder will shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in . Each of the case Note Guarantees shall be a guarantee of clauses (a) payment and not of collection. (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its 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 recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note GuaranteeGuarantee or as provided for in this Indenture. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's ’s Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will shall pay to the Trustee for the account of the Holders, upon demand therefor, the 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. . (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuers or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Indenture. (e) Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof VI for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereofVI, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.

Note Guarantees. Each Subsidiary Guarantor hereby jointly (a) The Guarantors, either by execution of this Indenture or a Supplemental Indenture, fully and, subject to the limitations on the effectiveness and severallyenforceability set forth in this Indenture or such Supplemental Indenture, absolutelyas applicable, unconditionally guarantee, on a joint and irrevocably guarantees several basis to each Holder and to the Notes Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, on, and all other monetary obligations of the Company hereunder Issuer under this Indenture and thereunderthe Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, and guarantees to if any) with respect to, each Holder of a Note authenticated and delivered by the Trustee or its agent pursuant to and to the Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligationsthis Indenture, the same will be paid in full when due or performed in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Note Obligations”). The Guarantors further agree that the Note Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, renewal of any Note Obligation. All payments under each Note Guarantee will be made in the case of clauses (a) and Euros. (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its their obligations hereunder shall be unconditionalas if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder of indulgence granted to the Notes Issuer with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a guarantorsurety or guarantor (except payment in full); provided that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. Each Subsidiary Guarantor The Guarantors hereby waives the benefits of waive diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuer, any right to require a proceeding first that the Trustee pursue or exhaust its legal or equitable remedies against the Company Issuer prior to exercising its rights under a Note Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on or any other Personamount payable under each Note prior to recourse against such Guarantor or its assets), protest, protest or notice with respect to any Note or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants each covenant that the their Note Guarantee of such Subsidiary Guarantor will not be discharged as with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in such Note and such Note Guaranteethis Indenture, including Section 10.04. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in If at any time any payment of principal (or of, premium, if any) , interest, if any, or interest Additional Amounts, if any, on such NoteNote is rescinded or must be otherwise restored or returned upon the insolvency, whether at its Stated Maturity, by acceleration, call for redemption, purchase bankruptcy or otherwise, legal proceedings may be instituted by reorganization of the Trustee on behalf of, or byIssuer, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy Guarantors’ obligations hereunder with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account payment shall be reinstated as of the Holdersdate of such rescission, upon demand therefor, the amount that would otherwise have restoration or returns as though such payment had become due but had not been due made at such times. (c) The Guarantors also agree to pay any and payable had such rights all costs and remedies been permitted to be exercised expenses (including reasonable attorneys’ fees) incurred by the Trustee or any of the Holders. If Holder in enforcing any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantorrights under this Section 10.01.

Note Guarantees. Each Subsidiary Guarantor hereby Subject to the provisions of this Article 10, each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of (and premiumof, if any) premium and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of, premium and interest on the Notes, if any, and interest on any overdue interest, to the extent if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case of clauses (a) Guarantors shall be jointly and (b) above, severally obligated to pay the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its 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 thereofof this Indenture and the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants covenant that the Note Guarantee of such Subsidiary Guarantor will Guarantees shall not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guaranteethis Indenture. Each of the Subsidiary Guarantors hereby agrees that, The Notes also shall be guaranteed in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, future as required by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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 HoldersSection 4.14. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorGuarantors, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantorof the Guarantors, any amount paid by any of them either to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantorsthese Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of the these Note Guarantee of such Subsidiary GuarantorGuarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of these Note Guarantees. The Guarantors shall have the Note Guarantee right to seek contribution from any non-paying Guarantor so long as the exercise of such Subsidiary Guarantorright does not impair the rights of the Holders under these Note Guarantees.

Note Guarantees. (a) Each Subsidiary Guarantor hereby jointly and severally, absolutely, fully and unconditionally and irrevocably guarantees the Notes and obligations of the Company Issuers hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such HolderTrustee, that: (ai) the principal of (and premium, if any) , and interest on the Notes will shall be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law)otherwise, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company Issuers to the Holders or the Trustee hereunder under this Indenture or thereunder will the Notes shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of clauses (a) payment and not a guarantee of collection. (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its 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 recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Subsidiary Guarantor. (c) Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Companyany Issuer, any right to require a proceeding first against the Company Issuers or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note or this Indenture except by complete performance of the obligations contained in such Note and this Indenture and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default Default in payment of principal (or premium, if any) , or interest on such any Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce each such Subsidiary Guarantor's ’s Note Guarantee without first proceeding against the Company Issuers or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will shall pay to the Trustee for the account of the Holders, upon demand therefor, the 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. Holders and any other amounts due and owing to the Trustee under this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company any Issuer or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company any Issuer or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Indenture. (e) Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof VI for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereofVI, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor. (f) Each Subsidiary Guarantor that makes a payment for distribution under its Note Guarantee is entitled upon payment in full of all guaranteed obligations under this Indenture to seek contribution from each other Subsidiary Guarantor in a pro rata amount of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment in accordance with GAAP.

Note Guarantees. Each Subsidiary Subject to this Article Twelve, each Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee Trustee, and to the Trustee for itself and on behalf of such Holder, that: (a1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption acceleration or otherwise (including, without limitation, including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by lawLaw), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (a1) and (b2) above, to the limitations limitation set forth in Section 1306 12.04 hereof. Each Subsidiary Guarantor hereby agrees (to the extent permitted by applicable law) that its 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, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the Company Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such Note Note, this Indenture and such Note Guarantee. Each Guarantor acknowledges that the Note Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such NoteNote or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's ’s Note Guarantee without first proceeding against the Company Issuer or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will shall pay to the Trustee for the account of the HoldersHolder, upon demand therefor, the 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. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, Trustee on the other hand, (x1) subject to this Article Twelve, the maturity Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any acceleration of such obligations obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor. 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, 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.

Note Guarantees. Each Subsidiary (a) Notwithstanding any provision of this ARTICLE X to the contrary, the provisions of this ARTICLE X will be applicable only to, and inure solely to the benefit of, the Notes of any Series designated, pursuant to Section 2.02(r), as entitled to the benefits of the Note Guarantee of each Guarantor hereby identified in such designation. (b) Subject to this ARTICLE X, each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to the Holders of each Holder Series of a Note Notes authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: : (a1) the principal of (and of, premium, if any) , and interest on the Notes of such Series will be promptly paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of and interest on such Notes, if any, and interest on any overdue interest, to the extent if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any such Notes or any of any such other obligations, the that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration acceleration, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of clauses payment and not a guarantee of collection. (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its their obligations hereunder shall be are 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 recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the Company or any other PersonIssuer, protest, notice and all demands whatsoever and covenants covenant that the this Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. . (b) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorIssuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Subsidiary Guarantorthe Guarantors, any amount paid by any of them either to the Trustee or such Holder, the this Note Guarantee of each of the Subsidiary GuarantorsGuarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (c) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five ARTICLE VI hereof for the purposes of the this Note Guarantee of such Subsidiary GuarantorGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article Five ARTICLE VI hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors will 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 of such Subsidiary GuarantorGuarantee.

Note Guarantees. Each Subsidiary Guarantor hereby (a) Subject to this Article 10, each of the Guarantors hereby, as primary obligor and not merely as a surety, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and on a senior basis guarantees to each Holder of a Note authenticated and delivered by the Trustee (or the Authenticating Agent), to the Trustee and its successors and assigns and to the Trustee Notes Security Agent (on behalf of such Holderand for the benefit of the Holders, for the purpose of this Article 10, and not in its individual capacity, but solely in its role as representative of the Holders in holding and enforcing the Notes Collateral and the Notes Security Documents), irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: : (a1) the principal of (of, and premium, if any) , and interest on on, the Notes will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, call for redemption or otherwise otherwise, and interest on the overdue principal of and interest, and premium, if any, on the Notes (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, ) and all other obligations of the Company Issuer to the Holders or the Trustee or the Notes Security Agent hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of clauses (a) payment and not a guarantee of collection. (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action or any delay or omission to assert any claim or to demand or enforce the sameany remedy hereunder or thereunder, any waiver waiver, surrender, release or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorguarantor (other than payment in full of all the Obligations of the Issuer hereunder and under the Notes). Each Subsidiary Guarantor hereby waives waives, to the benefits of fullest extent permitted by law, diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the Company or any other PersonIssuer, protest, notice and all demands whatsoever and covenants that the this Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guarantee. Each this Indenture or by release in accordance with the provisions of this Indenture. (c) If any Holder, the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf ofTrustee, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. If any Holder or the Trustee Notes Security Agent is required by any court or otherwise to return to or for the Company or any Subsidiary Guarantorbenefit of the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Subsidiary Guarantorthe Guarantors, any amount paid by any of them either the Issuer or the Guarantors to the Trustee Trustee, the Notes Security Agent, or such Holder, the this Note Guarantee of each of the Subsidiary GuarantorsGuarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (d) Until terminated in accordance with Section 10.06 hereof, each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary 124 Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders Holders, the Notes Security Agent, and the Trustee, on the other hand, , (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of the this Note Guarantee of such Subsidiary GuarantorGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and and (y2) in the event of any declaration of acceleration of such obligations as provided in Article Five hereof, 6 hereof such obligations (whether or not due and payable) shall will forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors will 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. (e) Each Guarantor also agrees to pay any and all costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee or the Notes Security Agent in enforcing any rights under this Section 10.01. (f) Each 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 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 Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such Subsidiary Guarantorpayment 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 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.

Note Guarantees. Each Subsidiary Guarantor hereby Section 11.01 The Note Guarantee and Future Note Guarantees. (a) Subject to this Article 11, any and all Guarantors hereby, jointly and severally, absolutelyunconditionally guarantee, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee Authenticating Agent and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: : (a1) the principal of (and premiumof, premium on, if any) , interest and interest on Additional Amounts, if any, on, the Notes will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of, premium on, if any, interest and interest on any overdue interestAdditional Amounts, to if any, on, the extent Notes, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee and the Security Agent hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in any and all Guarantors will be jointly and severally obligated to pay the case same immediately. Each Guarantor agrees that this is a guarantee of clauses (a) payment and not a guarantee of collection. (b) aboveSubject to this Article 11, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor any and all Guarantors hereby agrees agree that its their obligations hereunder shall be are 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 recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the Company or any other PersonIssuer, protest, notice and all demands whatsoever and covenants that the this Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or . (c) If any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of DefaultHolder, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. If any Holder or the Trustee Security Agent is required by any court or otherwise to return to the Company or any Subsidiary GuarantorIssuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Subsidiary Guarantorthe Guarantors, any amount paid by any of them either to the Trustee or the Security Agent or such Holder, the this Note Guarantee of each of the Subsidiary GuarantorsGuarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of the this Note Guarantee of such Subsidiary GuarantorGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article Five 6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors will 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 of such Subsidiary GuarantorGuarantee.

Note Guarantees. Each Subsidiary Guarantor hereby Subject to the provisions of this Article 10, each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of (and of, premium, if any) , and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of, premium, if any, and interest on any overdue interestthe Notes, to the extent if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case of clauses (a) Guarantors shall be jointly and (b) above, severally obligated to pay the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its 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 thereofof this Indenture and the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants covenant that the Note Guarantee of such Subsidiary Guarantor will Guarantees shall not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guaranteethis Indenture. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions As more particularly set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of DefaultSection 4.13, the Trustee or any of Notes shall be guaranteed in the Holders are prevented future by applicable law from exercising their respective rights to accelerate each new North American Subsidiary that is a Significant Subsidiary. The Notes also shall be guaranteed in the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised future as required by the Trustee or any of the HoldersSection 4.14. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorGuarantors, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary GuarantorGuarantors, any amount paid by any of them either to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantorsthese Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of the Note Guarantee of such Subsidiary Guarantorthese Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of these Guarantees. The Guarantors shall have the Note Guarantee right to seek contribution from any non-paying Guarantor so long as the exercise of such Subsidiary Guarantorright does not impair the rights of the Holders under these Guarantees.

Note Guarantees. Each Subsidiary Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee Trustee, and to the Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption acceleration or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by lawLaw), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 1305 hereof. Each Subsidiary Guarantor hereby agrees that its 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such Note Note, this Indenture and such Note Guarantee. Each Subsidiary Guarantor acknowledges that the Note Guarantee is a guarantee of payment and not of collection. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) subject to this Article Thirteen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor. Each 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 part of the Company'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.

Note Guarantees. Each Subsidiary (a) Subject to the provisions of this Article 10, each Guarantor hereby jointly and severally, absolutelyfully, unconditionally and irrevocably guarantees the Notes guarantees, as primary obligor and obligations of the Company hereunder not merely as surety, on a joint and thereunderseveral basis, and guarantees to each Holder of a the Notes, the Collateral Agent and the Trustee, the due and punctual payment of the Note authenticated and delivered by Obligations. Each Guarantor agrees that the Trustee and Note Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the Trustee extent such other Indebtedness is subordinate to the Note Obligations, in which case the obligations of the Guarantors under the Note Guarantees will rank senior in right of payment to such other Indebtedness, and except for claims of creditors that are mandatorily preferred by law, in which case the obligations of the Guarantors under the Note Guarantees will rank junior in right of payment to such claims. (b) To evidence its Note Guarantee set forth in this Section 10.01, each Guarantor hereby agrees that this Indenture (or a supplement thereto, substantially in the form attached as Exhibit F hereto) and, in the case of additional Guarantors added pursuant to Section 4.19 or 9.01(j) hereof, a supplement to the Note Guarantee, substantially in the form attached as Exhibit E hereto shall be executed on behalf of such Holder, that: Guarantor by an Officer of such Guarantor. (ac) Each Guarantor hereby agrees that its Note Guarantee set forth in this Section 10.01 hereof shall remain in full force and effect notwithstanding the principal absence of (and premium, if any) and interest the endorsement of any notation of such Note Guarantee on the Notes will be paid in full when due, whether Notes. (d) If an Officer whose signature is on this Indenture (or a supplement thereto) or any notation of Guarantee no longer holds that office at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitationthe time the Trustee authenticates a Note, the amount that would become due but for the operation Note Guarantee of the automatic stay under Section 362(asuch Note shall be valid nevertheless. (e) of the Federal Bankruptcy Code Each Guarantor further agrees (to the extent permitted by law) that the Note 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 Section 10.01 notwithstanding any extension or renewal of any Note Obligation. (f) Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Note Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Note Obligations. (g) 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 Note Obligations. (h) Except as set forth in Section 10.04, 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 Note Obligations in full), together with interest on the overdue principalincluding any claim of waiver, if anyrelease, surrender, alteration or compromise, and interest on shall not be subject to any overdue interestdefense of setoff, to the extent lawfulcounterclaim, and all other obligations recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Note Obligations or otherwise. Without limiting the generality of the foregoing, the Note 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 enforce any right or remedy against the Company to or any other person under this Indenture, the Holders Notes or the Trustee hereunder any other agreement or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereofotherwise; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise; (c) any rescission, subjectwaiver, however, in the case amendment or modification of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective any of the validity, regularity terms or enforceability provisions of the Notes or this Indenture, the absence Notes or any other agreement; (d) the release of any action to enforce the same, any waiver or consent security held by any Holder of for the Notes with respect to any provisions hereof or thereof, Note Obligations; (e) the recovery failure of any judgment Holder to exercise any right or remedy against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court Guarantor; (f) any change in the event of insolvency or bankruptcy ownership of the Company; (g) any default, any right to require a proceeding first against failure or delay, willful or otherwise, in the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained Note Obligations or (h) any other act or thing or omission or delay to do any other act or thing which may or might in such Note and such Note Guarantee. Each any manner or to any extent vary the risk of the Subsidiary Guarantors hereby agrees that, in the event of any Guarantor or would otherwise operate as a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder discharge of such Note, subject to the terms and conditions set forth in this Indenture, directly against each Guarantor as a matter of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company law or any other Subsidiary Guarantor. equity. (i) Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the its Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, herein shall be reinstated remain in full force and effecteffect until payment in full of all the Note Obligations or such Guarantor is released from its Note Guarantee in compliance with Section 5.01, Section 8.01 or Section 10.05 hereof. Each Subsidiary Guarantor further agrees thatthat its Note Guarantee herein shall continue to be effective or be reinstated, as between each Subsidiary Guarantorthe case may be, if at any time payment, or any part thereof, of principal of, the Applicable Premium or interest on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes any of the Note Guarantee of such Subsidiary Guarantor, notwithstanding Obligations is rescinded or must otherwise be restored by any stay, injunction Holder upon the bankruptcy or other prohibition preventing such acceleration in respect reorganization of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether Company or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantorotherwise.

Note Guarantees. Each Subsidiary Guarantor hereby Subject to the provisions of this Article 10, each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of (of, premium and premiumLiquidated Damages, if any) , and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of, premium and Liquidated Damages, if any, and interest on any overdue interestthe Notes, to the extent if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case of clauses (a) Guarantors shall be jointly and (b) above, severally obligated to pay the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its 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 thereofof this Indenture and the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants covenant that the Note Guarantee of such Subsidiary Guarantor will Guarantees shall not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorGuarantors, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary GuarantorGuarantors, any amount paid by any of them either to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantorsthese Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of the Note Guarantee of such Subsidiary Guarantorthese Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of these Guarantees. The Guarantors shall have the Note Guarantee right to seek contribution from any non-paying Guarantor so long as the exercise of such Subsidiary Guarantorright does not impair the rights of the Holders under these Guarantees.

Note Guarantees. Each (a) Subject to the provisions of this Article III and for good and valuable consideration, the receipt of which is hereby acknowledged, each Subsidiary Guarantor hereby jointly fully and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee hereunder and to the Trustee and its successors and assigns for itself and on behalf of each such Holder, that: (a) irrespective of the validity and enforceability of this Indenture, the Notes, the Security Documents or the obligations of the Company hereunder and thereunder, the due and punctual payment of principal of (and premium, if any, on) and interest on the Notes will be paid in full when dueand as the same shall become due and payable, whether on an Interest Payment Date, at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise (includingotherwise, without limitation, according to the amount that would become due but for the operation terms thereof and of this Indenture. In case of the automatic stay under Section 362(a) failure of the Federal Bankruptcy Code Company promptly to the extent permitted by law), together with interest on the overdue principalmake any such payment of principal (and premium, if any, and interest on any overdue on) or interest, the each Subsidiary Guarantor hereby agrees to make any such payment to be made promptly when and as the extent lawfulsame shall become due and payable, whether on an Interest Payment Date, at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and all other obligations of as if such payment were made by the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in Company. In case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether on an Interest Payment Date, at the Stated MaturityMaturity or by declaration of acceleration, by acceleration call for redemption or otherwise, subject, however, in and as if such payment were made by the case of clauses (a) and Company. (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees (to the fullest extent permitted by law) that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of the validity, regularity or validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder and thereunder, and shall be unaffected by any failure to enforce the provisions of such Note or this Indenture, or any waiver, modification, consent or indulgence granted to the absence of any action to enforce Company with respect thereto, by the same, any waiver or consent by any Holder of such Note or the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same Trustee or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Subsidiary Guarantor hereby waives (to the benefits of fullest extent permitted by law) diligence, presentment, demand for of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company Company, protest or notice with respect to such Note or the indebtedness evidenced thereby or with respect to any other Person, protest, notice sinking fund or analogous payment required under such Note and all demands whatsoever whatsoever, and covenants that the Note Guarantee of such Subsidiary Guarantor will Guarantees shall not be discharged as to any Note except by complete performance payment in full of the obligations contained in such Note principal of (and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any, on) or and interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase Note or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions as otherwise set forth in this Indenture. This is a guaranty of payment and performance and not merely of collectability and the obligations of each Subsidiary Guarantor hereunder is not contingent upon the genuineness, directly against each validity, enforceability of this Indenture or any of the Security Documents or any other instrument relating to the creation or performance of the Company’s obligation which are the subject of the Note Guarantees or the pursuit by the Trustee of any remedies which the Trustee or the Holders may have with respect thereto at law, in equity or otherwise. The Subsidiary Guarantors shall pay all sums due to enforce such the Trustee hereunder in respect to the Note Guarantees without regard to any counterclaim, setoff, deduction, or defense of any kind and without abatement, suspension, deferment or reduction on account of any occurrence whatsoever. Each Subsidiary Guarantor's Note Guarantee without first proceeding against ’s obligation hereunder shall be unaffected, and each Subsidiary Guarantor hereby waives and relinquishes any claims based upon any of the following: (a) any amendment or modification of the provisions of this Indenture or any Security Document; (b) any extension of the time for or performance under this Indenture or any of the Security Documents; (c) the release of the Company or any other Subsidiary Guarantor. Each Guarantor from performance or observance of the terms and conditions contained in the Indenture, any Note or any Security Document, whether by operation of law, the Trustee’s voluntary act, or otherwise; (d) any sale, transfer, substitution, exchange or release of any Collateral, or the sale, assignment or foreclosure of any security interest therein in whole or in part; and (e) the filing of any bankruptcy, reorganization or similar proceeding for relief from creditors by or against the Company or any Subsidiary Guarantor agrees that ifor any right or claim or right to cause a marshalling of the assets of any party obligated under the Indenture or Security Documents. No invalidity, after irregularity or unenforceability of all or any part of the occurrence Guaranteed Notes or the Obligations shall effect, impair or be a defense to the obligations of the Note Guarantors. (c) The Subsidiary Guarantors shall be subrogated to all rights of the Holder and during the continuance of an Event of Default, the Trustee or against the Company in respect of any amounts paid to such Holder by the Subsidiary Guarantors pursuant to the provisions of the Holders are prevented by applicable law from exercising their respective rights to accelerate Note Guarantees; provided, however, that the maturity of the Notes, to collect interest on the Notes, or Subsidiary Guarantors shall not be entitled to enforce or exercise to receive any other payments arising out of or based upon such right or remedy with respect to of subrogation until the Notesprincipal of, such Subsidiary Guarantor will pay to the Trustee for the account of the Holderspremium, upon demand thereforif any, the amount that would otherwise and interest on all Notes issued under this Indenture shall have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. paid in full. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Company, the Subsidiary Guarantor, Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any the Subsidiary GuarantorGuarantors, any amount paid by any of them either to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary GuarantorsGuarantees, to the extent theretofore discharged, shall will be reinstated in full force and effect. (e) Notwithstanding any provision of this Indenture or any Note Guarantee to the contrary, all rights of the Subsidiary Guarantors hereunder or under the Note Guarantee and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the part of any Subsidiary Guarantor to make the payments required hereunder or any Note Guarantee (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Subsidiary Guarantor with respect to its Obligations hereunder, and each Subsidiary Guarantor shall remain liable for the full amount of the Obligations of such Subsidiary Guarantor hereunder. (f) Each Subsidiary Guarantor further hereby agrees that, as between each that all Indebtedness and other monetary obligations owed by it to any other Subsidiary Guarantor, on Guarantor or any other Subsidiary shall be fully subordinated to the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity indefeasible payment in full of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary GuarantorObligations.

Note Guarantees. (a) Prior to the Escrow Release Date, the Notes will be guaranteed by MPM TopCo on the terms set forth below. Upon the MPM Assumption, the Note Guarantee by MPM TopCo will be automatically released. On the Escrow Release Date, each Note Guarantor, by executing a Supplemental Indenture, will guarantee the Notes on the terms set forth below. Each Subsidiary Note Guarantor hereby jointly and severally, absolutelyirrevocably and unconditionally guarantees on a senior basis, unconditionally as a primary obligor and irrevocably guarantees the Notes and obligations of the Company hereunder and thereundernot merely as a surety, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: and its successors and assigns (ai) the principal of (full and premium, if any) and interest on the Notes will be paid in full punctual payment when due, whether at Stated Maturity, by acceleration, call for by redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of all obligations of the automatic stay Issuer under Section 362(a) of the Federal Bankruptcy Code this Indenture (including obligations to the extent permitted by law)Trustee) and the Notes, together with interest on the overdue principalwhether for payment of principal of, premium, if any, and or interest on any overdue interest, to the extent lawful, Notes and all other monetary obligations of the Issuer under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Note 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 Note Guarantor, and that each such Note Guarantor shall remain bound under this Article XII notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Note Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any Default under the Notes or the Guaranteed Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held by the Collateral Agent for the benefit of the Holders and the Trustee for the Guaranteed Obligations or any Note Guarantor; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Note Guarantor, except in each case as provided in Section 12.02(b). (c) Each Note Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Note Guarantors, such that such Note Guarantor’s obligations would be less than the full amount claimed. Each Note Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or such Note Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Note Guarantor hereunder. Each Note Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Note Guarantor. (d) Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by the Collateral Agent on behalf of the Holders and the Trustee to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Sections 8.01(b), 12.02 and 12.06, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Note Guarantor or would otherwise operate as a discharge of any Note Guarantor as a matter of law or equity. (f) Each Note Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Note 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 any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Note Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Note Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee hereunder or thereunder will be paid in full or performedan amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, all in accordance with (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, extent not prohibited by acceleration or otherwise, subject, however, in the case of clauses (aapplicable law) and (biii) above, all other monetary obligations of the Issuer to the limitations set forth in Section 1306 hereof. Holders and the Trustee. (h) Each Subsidiary Guarantor hereby agrees that its 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 recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance it shall not be entitled to any right of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the 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. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting subrogation in relation to either the Company or Holders in respect of any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated Guaranteed Obligations guaranteed hereby until payment in full force and effectof all Guaranteed Obligations. Each Subsidiary Note Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five hereof VI for the purposes of the any Note Guarantee of such Subsidiary Guarantorherein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article Five hereofVI, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary such Note Guarantor for the purposes of this Section 12.01. (i) Each Note Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 12.01. (j) Upon request of the Trustee, each Note Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Note Guarantee of such Subsidiary Guarantorthis Indenture.