Common use of Note Guarantees Clause in Contracts

Note Guarantees. Subject to this Article Ten, each Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Note and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or 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 maturity, by acceleration, redemption or otherwise, and interest on the overdue premium, if any, and interest on the Notes, 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 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, such Guarantor shall be obligated to pay the same immediately. Each 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 that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Holders and the Trustee, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Note Guarantee, 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 Six, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Note Guarantee.

Note Guarantees. Subject to Section 10.07 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Article TenIndenture; provided that, each at any time a Restricted Subsidiary may become a Guarantor herebyat its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, jointly and severally, fully and unconditionally guarantees guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee Trustee, the Collateral Agent and/or the International Security Agent and its the Agents and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or held thereby and the obligations Obligations of the Company hereunder or and 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 maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and premium, if any, and interest (to the extent permitted by law) on the Notes, if any, if lawful, 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 and (b) in the case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, 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 acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor shall reason the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each Guarantor hereby agrees 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 that (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby further, to the extent permitted by law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this its Note Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Notes and this Indenture. 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, each Guarantor the Guarantors, the Trustee or any custodian, trustee, liquidator custodian or other similar official acting under any applicable bankruptcy law in relation to either the Company or any Guarantorthe Guarantors, any amount paid by either the Company or any Guarantor to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, this the Note GuaranteeGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to to, and waives, any right of subrogation in relation to the Holders in respect of any obligations Obligations guaranteed hereby until payment in full of all obligations the Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Holders Guarantors, on the one hand, and the 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 Six 6 hereof for the purposes of this its Note Guarantee, 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 Six6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purpose of this 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 Guarantees.

Note Guarantees. (a) Subject to this Article TenX, each Guarantor hereby, hereby jointly and severally, fully and unconditionally 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 its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereundersuch Holder, that: : (ai) the principal of, of and premium, if any, any and interest on, on the Notes will shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, call for redemption or otherwiseotherwise (including, and without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue premiumprincipal, if any, and interest on any overdue interest, to the Notes, if any, if extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (bii) in the case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor the Note Guarantees shall be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each . (b) 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 that which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Guarantor hereby waives the benefits of diligence, presentment, demand of 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 CompanyCompany or any other Person, protest, notice and all demands whatsoever and covenant covenants that this the Note Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each of the 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 Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor. Each 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 Guarantor 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 CompanyCompany or any Guarantor, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by either any of them to the Trustee or such Holder, this the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This paragraph (d) shall not remain effective notwithstanding any contrary action which may be entitled taken by the Trustee or any Holder in reliance upon such amount required to any right be returned. This paragraph (d) shall survive the termination of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. this Indenture. (e) Each Guarantor further agrees that, as between each 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 Six Section 6.2 hereof for the purposes of this the Note GuaranteeGuarantee of such 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 declaration of acceleration of such obligations as provided in Article SixSection 6.2 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of this the Note GuaranteeGuarantee of such Guarantor.

Note Guarantees. Subject to this Article Ten, each (a) Each Guarantor hereby, hereby jointly and severally, fully fully, unconditionally and unconditionally irrevocably guarantees the Notes and obligations of the 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, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereundersuch Holder, that: : (ai) the principal of, of and premium, if any, any and interest on, on the Notes will shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, call for redemption or otherwiseotherwise (including, and without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue premiumprincipal, if any, and interest on any overdue interest, to the Notes, if any, if extent lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (bii) in the case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor the Note Guarantees shall be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each . (b) 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 that which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Guarantor hereby waives the benefits of diligence, presentment, demand of 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 CompanyCompany or any other Person, protest, notice and all demands whatsoever and covenant covenants that this the Note Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each of the 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 Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor. Each 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 Guarantor 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 CompanyIssuer or any Guarantor, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantor, any amount paid by either any of them to the Trustee or such Holder, this the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This paragraph (d) shall not remain effective notwithstanding any contrary action which may be entitled taken by the Trustee or any Holder in reliance upon such amount required to any right be returned. This paragraph (d) shall survive the termination of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. this Indenture. (e) Each Guarantor further agrees that, as between each 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 Six VI hereof for the purposes of this the Note GuaranteeGuarantee of such 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 declaration of acceleration of such obligations as provided in Article SixVI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of this the Note GuaranteeGuarantee of such Guarantor.

Note Guarantees. Subject (a) Pursuant to this Article Tenthe Note Guarantees, each Guarantor hereby, jointly and severally, the Subsidiary Guarantors hereby fully and unconditionally guarantees guarantee, on an unsecured, senior, joint and several basis, to each Holder of a Note and to the Trustee and its successors and assigns, irrespective assigns on behalf of the validity and enforceability of this Indentureeach Holder, the Notes or the obligations due and punctual full payment of the Company hereunder or 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 maturity, by acceleration, redemption or otherwise, and interest on the overdue premium, if any, and interest on the Notes, if any, if lawful, and all other monetary obligations of the Company under this Indenture and the Notes (including obligations to the Holders or Trustee) with respect to each Note authenticated and delivered by the Trustee hereunder or thereunder will be promptly paid in full or performed, all its agent pursuant to and 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 such other obligationsthis Indenture, that the same will be promptly 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. Failing payment when due renewal of any amount so guaranteed or any performance so guaranteed for whatever reason, Note Guarantee. All payments under such Guarantor Note Guarantee shall be obligated to pay the same immediately. Each Guarantor agrees made in U.S. dollars. (b) The Subsidiary Guarantors hereby agree that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each Guarantor hereby agrees 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 that might which 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 Guarantor The Subsidiary Guarantors hereby waives waive diligence, presentment, demand 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 CompanyCompany prior to exercising its rights under the Note Guarantee (including, protestfor 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 amount payable under each Note prior to recourse against the Subsidiary Guarantors or their assets), protest or notice with respect to any Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant that this the Note Guarantee shall not be discharged with respect to any Note except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof and interest thereon or as otherwise provided in this Indenture, including Sections 10.3 and 10.5. Each Guarantor further agrees thatIf at any time any payment of principal of, as between premium, if any, or interest, if any, on such Note is rescinded or must be otherwise restored or returned upon the Holders and the Trusteeinsolvency, (x) the maturity bankruptcy or reorganization of the Company or otherwise, the Subsidiary Guarantors’ obligations guaranteed hereby may hereunder with respect to such payment shall be accelerated reinstated as provided in Article Six for the purposes of this Note Guarantee, 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 date of such obligations rescission, restoration or returns as provided in Article Six, though such obligations (whether or not due and payable) shall forthwith payment had become due but had not been made at such times. (c) The Subsidiary Guarantors also agree to pay any and payable all costs and expenses (including reasonable attorneys’ fees) incurred by such Guarantor for the purpose of this Note GuaranteeTrustee or any Holder in enforcing any rights under Section 10.1.

Note Guarantees. Subject to this Article Ten, each Guarantor hereby, jointly From and severally, fully after the Issue Date and unconditionally guarantees to each Holder of a Note and prior to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this IndentureExisting Notes Repayment Date, the Notes Company will not cause or the obligations 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 hereunder or thereunderany Guarantor or (ii) any Majority Owned JV, thatdirectly 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 principal of, and premium, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest date on the overdue premium, if any, and interest on the Notes, if any, if lawful, and all other obligations which it guarantees such Indebtedness of the Company or any Guarantor executes and delivers to the Holders or Trustee a supplemental indenture pursuant to which such Subsidiary shall guarantee (each, a “Note Guarantee”) all of the Trustee hereunder or thereunder will be promptly paid Company’s obligations under the Notes and this Indenture and other terms contained in full or performed, all the applicable supplemental indenture and subject to the conditions contained in accordance with the terms hereof and thereofsuch supplemental indenture; and (b) in delivers to the case of any extension of time of payment or renewal of any Notes or any Trustee an Officers’ Certificate that all conditions precedent to the execution of such other obligationsindenture have been complied with. Thereafter, that the same will such Subsidiary shall be promptly paid in full when due or performed 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 in compliance with the terms of this Indenture, or in the extension event all or renewal, whether at Stated Maturitysubstantially all the assets or Capital Stock of a Guarantor are sold or otherwise transferred, by acceleration way of merger, consolidation or otherwise. Failing payment when due , to a Person that is not an Affiliate of the Company in compliance with the terms of this Indenture, then, without any amount so guaranteed further action on the part of the Trustee or any performance so guaranteed for whatever reasonHolder, such Guarantor (or the Person concurrently acquiring such assets of such Guarantor) shall be obligated deemed automatically and 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, upon request; provided, however that if evidence of such cancellation, discharge or release is requested to pay be executed by the same immediatelyTrustee, an Officers’ Certificate and an Opinion of Counsel complying with Section 1301 of this Indenture. Each Guarantor agrees that this is In addition, upon the release or discharge of any guarantee which resulted in the creation of a guarantee Note Guarantee (except a discharge or release by or as a result 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 Indentureunder such guarantee), the absence Guarantor 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 that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this such Note Guarantee shall not be deemed automatically and unconditionally cancelled, released and discharged except by complete performance of the any obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by either to the Trustee or such Holder, this under its Note Guarantee, to the extent theretofore dischargedas evidenced by a supplemental indenture, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation 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 the Holders and written instrument or confirmation executed by the Trustee, (x) the maturity upon request. The Company may cause any other Subsidiary of the obligations Company to issue a Note Guarantee and become a Guarantor. Each Note Guarantee by a Subsidiary will be limited to an amount not to exceed the maximum amount that can be guaranteed hereby may be accelerated as provided in Article Six for by that Subsidiary without rendering the purposes of this Note Guarantee, notwithstanding any stayas it relates to such Subsidiary, injunction voidable under applicable law relating to fraudulent conveyance or other prohibition preventing such acceleration in respect fraudulent transfer or similar laws affecting the rights of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Note Guaranteecreditors generally.

Note Guarantees. Subject to this Article Ten, each (a) Each Guarantor hereby, hereby jointly and severally, fully fully, unconditionally and unconditionally irrevocably guarantees the Notes and obligations of the 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, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereundersuch Holder, that: : (ai) the principal of, of and premium, if any, any and interest on, on the Notes will shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, call for redemption or otherwiseotherwise (including, and without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue premiumprincipal, if any, and interest on any overdue interest, to the Notes, if any, if extent lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (bii) in the case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor the Note Guarantees shall be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each . (b) 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 CompanyIssuer, any action to enforce the same or any other circumstance that which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Guarantor hereby waives the benefits of diligence, presentment, demand of 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 CompanyIssuer or any other Person, protest, notice and all demands whatsoever and covenant covenants that this the Note Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each of the 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 Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other Guarantor. Each 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 Guarantor 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 CompanyIssuer or any Guarantor, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantor, any amount paid by either any of them to the Trustee or such Holder, this the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This paragraph (d) shall not remain effective notwithstanding any contrary action which may be entitled taken by the Trustee or any Holder in reliance upon such amount required to any right be returned. This paragraph (d) shall survive the termination of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. this Indenture. (e) Each Guarantor further agrees that, as between each 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 Six VI for the purposes of this the Note GuaranteeGuarantee of such 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 declaration of acceleration of such obligations as provided in Article SixVI, such obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of this the Note GuaranteeGuarantee of such Guarantor.

Note Guarantees. Subject to this Article Ten, each Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Note and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (a) the principal of, and premium, if any, and interest and liquidated damages, if any, on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue premium, if any, and interest and liquidated damages, if any, on the Notes, 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 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, such Guarantor shall be obligated to pay the same immediately. Each 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 that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Holders and the Trustee, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Note Guarantee, 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 Six, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Note Guarantee.

Note Guarantees. Subject (a) Pursuant to this Article Tenthe Note Guarantees, each Guarantor hereby, jointly and severally, the Subsidiary Guarantors hereby fully and unconditionally guarantees guarantee, on an unsecured, senior, joint and several basis, to each Holder of a Note and to the Trustee and its successors and assigns, irrespective assigns on behalf of the validity and enforceability of this Indentureeach Holder, the Notes or the obligations due and punctual full payment of the Company hereunder or 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 maturity, by acceleration, redemption or otherwise, and interest on the overdue premium, if any, and interest on the Notes, if any, if lawful, and all other monetary obligations of the Company Issuers under this Indenture and the Notes (including obligations to the Holders or Trustee) with respect to each Note authenticated and delivered by the Trustee hereunder or thereunder will be promptly paid in full or performed, all its agent pursuant to and 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 such other obligationsthis Indenture, that the same will be promptly 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. Failing payment when due renewal of any amount so guaranteed or any performance so guaranteed for whatever reason, Note Guarantee. All payments under such Guarantor Note Guarantee shall be obligated to pay the same immediately. Each Guarantor agrees made in U.S. dollars. (b) The Subsidiary Guarantors hereby agree that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each Guarantor hereby agrees 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 that might which 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 Guarantor The Subsidiary Guarantors hereby waives waive diligence, presentment, demand 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 CompanyIssuers prior to exercising its rights under the Note Guarantee (including, protestfor 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 amount payable under each Note prior to recourse against the Subsidiary Guarantors or their assets), protest or notice with respect to any Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant that this the Note Guarantee shall not be discharged with respect to any Note except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof and interest thereon or as otherwise provided in this Indenture, including Sections 10.3 and 10.5. Each Guarantor further agrees thatIf at any time any payment of principal of, as between premium, if any, or interest, if any, on such Note is rescinded or must be otherwise restored or returned upon the Holders and the Trusteeinsolvency, (x) the maturity bankruptcy or reorganization of the Issuers or otherwise, the Subsidiary Guarantors’ obligations guaranteed hereby may hereunder with respect to such payment shall be accelerated reinstated as provided in Article Six for the purposes of this Note Guarantee, 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 date of such obligations rescission, restoration or returns as provided in Article Six, though such obligations (whether or not due and payable) shall forthwith payment had become due but had not been made at such times. (c) The Subsidiary Guarantors also agree to pay any and payable all costs and expenses (including reasonable attorneys’ fees) incurred by such Guarantor for the purpose of this Note GuaranteeTrustee or any Holder in enforcing any rights under Section 10.1.

Note Guarantees. Subject to this Article Ten, each Guarantor hereby(a) Each of the Note Guarantors, jointly and severally, fully hereby unconditionally Guarantees (and unconditionally guarantees subject in each case to the Agreed Guarantee Principles set forth in any notation of Note Guarantee, supplemental indenture, or as contemplated by Section 4.24(d)) 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 obligations of the Company hereunder or thereunder, thereunder that: : (ai) the due and punctual payment of the principal of, and premium, if any, and interest on, on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, repurchase, redemption or otherwise, (ii) the due and interest on the overdue premiumpunctual payment of interest, if any, on the overdue principal of and interest on the Notes, if any, if 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 , and (biii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at 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, such Guarantor the Note Guarantors shall be jointly and severally obligated to pay the same immediately. Each Note Guarantor agrees shall agree that this is a guarantee Guarantee of payment and not a guarantee Guarantee of collection. Subject 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, all Notes Obligations otherwise subject to Section 10.02, each Guarantor acceleration under the terms of any Notes Document shall nonetheless be payable by the Note Guarantors hereunder forthwith on demand by the Trustee. (b) Each of the 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 that circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantorNote Guarantor. Each Note Guarantor further, to the extent permitted by law, hereby waives diligenceand relinquishes all claims, presentmentrights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, demand rights or remedies, including but not limited to: (i) any right to require any of paymentthe Trustee, filing the Holders or the Company (each a “Benefited Party”), as a condition of claims with a court in the event of insolvency payment or bankruptcy of performance by such Note Guarantor, to (A) proceed against the Company, any right to require a proceeding first 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 any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other person, 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 covenant 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 this 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes its Note Guarantee and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorthe Note Guarantors, any amount paid by to either to the Trustee or such Holder, this Note any 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 Note Guarantor shall further agrees agree that, as between the 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 Six Section 6.02 for the purposes of this Note any 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 SixSection 6.02, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Note Guarantors for the purpose of this any such Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under the applicable Guarantee.

Note Guarantees. (1) Subject to the provisions of this Article TenFifteen, each Guarantor hereby, hereby jointly and severally, fully and unconditionally and irrevocably guarantees as primary obligor and not merely as surety, on a senior unsecured basis, to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assignssuccessors, irrespective of (i) the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company hereunder or thereunderany 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 premium, if any, interest and interest onadditional interest, if any, with respect to the Notes will Securities shall be promptly duly and punctually paid in full when due, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue premiumprincipal and (to the extent permitted by law) interest or additional interest, if any, and interest on with respect to the Notes, if any, if 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 and (b) in the case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, that the same 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 guaranteed, or failing performance of any performance so guaranteed other obligation of the Company to the Holders, for whatever reason, such each Guarantor shall be obligated to pay 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 Company, a Guarantor’s guaranteed obligations shall not extend, following the occurrence of 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 (to the extent permitted by law) interest or additional interest, if any, with respect to such Securities. (2) Each Guarantor agrees that Guarantor, by execution of this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02Indenture, each Guarantor hereby 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 that which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby Guarantor, by execution of this Indenture, waives the benefit of diligence, presentment, demand of 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, protest, notice and all demands whatsoever and covenant that this such Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes Securities and this Indenture. The Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyCompany or to any Guarantor, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any such Guarantor, any amount paid by either the Company or such Guarantor to the Trustee or such Holder, this a Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between it, 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 Six for the purposes Section 502 hereof and, as provided in an Officers’ Certificate or supplemental indenture establishing any series of this Note GuaranteeSecurities 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 declaration of acceleration of such obligations as provided in Article SixSection 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 such Guarantor the Guarantors for the purpose of this 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 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. Subject to this Article Ten, each (a) Each Guarantor hereby, hereby jointly and severally, fully fully, unconditionally and unconditionally irrevocably guarantees the Notes and obligations of the 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, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereundersuch Holder, that: : (ai) the principal of, of and premium, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue premium, if any, and interest on the NotesNotes 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 Bankruptcy Code), together with interest on the overdue principal, if any, if 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 promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (bii) in the case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor the Note Guarantees shall be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each . (b) 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 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 that which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor (other than payment of the Notes). (c) Each Guarantor hereby waives the benefits of diligence, presentment, demand of 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 CompanyCompany or any other Person, protest, notice and all demands whatsoever and covenant covenants that this the Note Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each of the 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 Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor. Each 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 Guarantor 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 CompanyIssuer or any Guarantor, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantor, any amount paid by either any of them in respect of the Notes and/or the Note Guarantee to the Trustee or such Holder, this the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This paragraph (d) shall not remain effective notwithstanding any contrary action which may be entitled taken by the Trustee or any Holder in reliance upon such amount required to any right be returned. This paragraph (d) shall survive the termination of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. this Indenture. (e) Each Guarantor further agrees that, as between each 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 Six Section 6.2 hereof for the purposes of this the Note GuaranteeGuarantee of such 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 declaration of acceleration of such obligations as provided in Article SixSection 6.2 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of this the Note GuaranteeGuarantee of such Guarantor.

Note Guarantees. Subject to this Article Tenthe provisions of Section 1204 hereof, each Guarantor hereby, hereby jointly and severally, fully fully, unconditionally and unconditionally 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 to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereundersuch Holder, that: : (a) the principal of, of (and premiumpremium and Additional Interest, if any, ) and the interest on, on the Notes will be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, call for redemption or otherwiseotherwise (including, and 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), together with interest on the overdue premiumprincipal, if any, and interest on any overdue interest, to the Notes, if any, if extent 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 of any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor the Note Guarantees shall be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each 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 that which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby waives the benefits of diligence, presentment, demand of 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 CompanyCompany or any other Person, protest, notice and all demands whatsoever and covenant covenants that this the Note Guarantee shall of such Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium 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 Guarantors to enforce such Guarantor's Note Guarantee without first proceeding against the Company or any other Guarantor. Each 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 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 CompanyCompany or any Guarantor, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by either any of them to the Trustee or such Holder, this the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore at, as discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between each 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 Six V hereof for the purposes of this the Note GuaranteeGuarantee of such 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 declaration of acceleration of such obligations as provided in Article SixV hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of this the Note GuaranteeGuarantee of such Guarantor.

Note Guarantees. Subject to this Article Ten, each Guarantor hereby(a) Each of the Note Guarantors, jointly and severally, fully hereby unconditionally Guarantees (and unconditionally guarantees subject in each case to the Agreed Guarantee Principles set forth in any notation of Note Guarantee, supplemental indenture, 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 and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, thereunder that: : (ai) the principal ofdue and punctual payment of principal, and premium, if any, premium and interest on, on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, (ii) the due and punctual payment of interest on the overdue premium, if any, principal of and interest on the Notes, if any, 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 , and (biii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at 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, such Guarantor the Note Guarantors shall be jointly and severally obligated to pay the same immediately. Each Note Guarantor agrees shall agree that this is a guarantee Guarantee of payment and not a guarantee Guarantee of collection. Subject to Section 10.02, each Guarantor . (b) Each of the 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 that circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantorNote Guarantor. Each Note Guarantor further, to the extent permitted by law, hereby waives diligenceand relinquishes all claims, presentmentrights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, demand rights or remedies, including but not limited to: (i) any right to require any of paymentthe Trustee, filing the Holders or the Company (each a “Benefited Party”), as a condition of claims with a court in the event of insolvency payment or bankruptcy of performance by such Note Guarantor, to (A) proceed against the Company, any right to require a proceeding first 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 any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other person, 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 covenant 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 this 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes its Note Guarantee and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorthe Note Guarantors, any amount paid by to either to the Trustee or such Holder, this Note any 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 Note Guarantor shall further agrees agree that, as between the 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 Six Section 6.2 hereof for the purposes of this Note any 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 SixSection 6.2 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Note Guarantors for the purpose of this any such Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under the applicable Guarantee.

Note Guarantees. Subject to this Article Ten10, each Guarantor of the Note Guarantors hereby, jointly and severallyseverally with each other Note Guarantor and with Holdings, fully irrevocably and unconditionally guarantees guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), 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 obligations of the Company Issuers hereunder or thereunder, that: : (a) the principal of, and premium, if any, and interest on, on the Notes will shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue premium, if any, principal of and interest on the Notes, if any, 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 and (b) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor each Note Guarantor, together with Holdings as described in Article 11, shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each Guarantor The Note Guarantors hereby agrees agree that its 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 that which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Note Guarantor hereby waives diligence, presentment, demand 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 CompanyIssuers, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee Guarantee, as the case may be, shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Note Guarantor also 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 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, each Guarantor Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers, Holdings or any Guarantorthe Note Guarantors, any amount paid by either to the Trustee or such Holder, Holder and this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. 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 Note Guarantor further agrees that, as between the 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 Six 6 for the purposes of this Note Guarantee, 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 Six6, such obligations (whether or not due and payable) shall forthwith become due and payable by such 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 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. Subject to the provisions of this Article Ten10, each Guarantor of the Guarantors hereby, jointly and severally, fully and 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 obligations of the Company hereunder or thereunder, that: : (a) the principal of, and premium, if any, premium and interest on, on the Notes will shall be promptly paid in full when due, whether at maturitythe maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the overdue premiumprincipal of, if any, premium and interest on the Notes, 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 and (b) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees The Guarantors hereby agree that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each Guarantor hereby agrees 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 that which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this the Note Guarantee Guarantees shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. The Notes also shall be guaranteed in the future as required by Section 4.14. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyCompany or Guarantors, each Guarantor or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or any Guarantorof the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guaranteethese Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the 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 Six 6 hereof for the purposes of this these Note GuaranteeGuarantees, 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 Six6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of this these Note GuaranteeGuarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under these Note Guarantees.

Note Guarantees. Subject to the provisions of this Article TenTwelve, each Subsidiary Guarantor herebyhereby irrevocably and unconditionally guarantees, jointly and severally, fully and unconditionally guarantees on a senior basis to each Holder of a Note and to the Trustee and its successors and assignsTrustee, irrespective on behalf of the validity Holders, (i) the due and enforceability punctual payment of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, and premium, if any, and interest onand Liquidated Damages, if any, on each Note, when and as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturityStated 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 principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes, if any, if 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 promptly paid in full or performed, all in accordance with the terms hereof of such Note and thereof; and this Indenture and (bii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at 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 otherwiseotherwise (the obligations in clauses (i) and (ii) hereof being the "Guaranteed Obligations"). Failing payment when due Without limiting the generality of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor shall be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02foregoing, each Guarantor 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 Holders 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. The Subsidiary 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 that might circumstances which may otherwise constitute a legal or equitable discharge or defense of the Company or a surety or guarantor. Each Guarantor The Subsidiary Guarantors hereby waives waive diligence, presentment, demand 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 against the Company, protestthe benefit of discussion, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever (except as specified above), and covenant that this Note Guarantee shall the Guaranteed Obligations will not be discharged as to any such Note except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebysuch Guaranteed Obligations and as provided in Sections 401, 1102, 1205 and 1206. Each Subsidiary Guarantor further agrees that, as between the Holders such Subsidiary Guarantor and the TrusteeHolders, (xi) the maturity of the obligations guaranteed hereby Guaranteed Obligations may be accelerated as provided in Article Six for the purposes of this Note GuaranteeFive, 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 SixFive, 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 hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the 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 purpose 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 Note GuaranteeSection 1201 is knowingly made in contemplation of such benefits.

Note Guarantees. Subject to this Article Ten, each Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Note and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) As promptly as practicable and in any event within 60 days of the principal ofIssue Date (the “60 Day Post-Closing Period”), Holdings and premiumeach of its Restricted Subsidiaries (other than the Issuers) that are borrowers or guarantors under the Credit Agreement, if anyexcluding certain entities that would trigger a Rule 3-10 release as reasonably determined by Holdings, will jointly and interest onseverally irrevocably and unconditionally guarantee, as a guarantor and not as a surety, the Notes will be promptly paid in full performance and punctual payment when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue premium, if any, and interest on the Notes, 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 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, of all obligations of the Issuers under this Indenture and the Securities, whether for payment of principal of, premium, if any, or interest or additional interest on the Securities, expenses, indemnification or otherwise (all such obligations guaranteed by such Note Guarantors being herein called the “Guaranteed Obligations”). Failing payment when due 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 11 notwithstanding any extension or renewal of any amount so guaranteed 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 Securities 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 Issuers or any performance so guaranteed 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 Holder or the Trustee for whatever reasonthe 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 Guarantor shall that such Note Guarantor’s obligations would be obligated to pay less than the same immediatelyfull 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 this is its Note Guarantee herein constitutes a guarantee of payment payment, performance and compliance when due (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 that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby ) and waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not any resort be discharged except had by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required 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 assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any court 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 to return to the Companyoperate 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, each Note Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by either to the Trustee or such Holder, this agrees that its Note Guarantee, to the extent theretofore discharged, Guarantee 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 obligations Guaranteed Obligations guaranteed hereby until payment in full of all obligations guaranteed herebyGuaranteed Obligations. Each Note Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Six 6 for the purposes of this any Note GuaranteeGuarantee herein, 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 Six6, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by 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 this Indenture. (k) Any Note GuaranteeGuarantee 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 direct or indirect parent of Holdings.

Note Guarantees. (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 identified in such designation. (b) Subject to this Article TenARTICLE X, each Guarantor of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees to the Holders of each Holder Series of a Note Notes 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 obligations of the Company Issuer hereunder or thereunder, that: (a1) the principal of, and premium, if any, and interest on, on the Notes of such Series will be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue premium, if any, principal of and interest on the such Notes, if any, 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 (b2) in the case of any extension of time of payment or renewal of any such Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at 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, such Guarantor shall the 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. Subject to Section 10.02, each Guarantor . (a) 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 that which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby waives diligence, presentment, demand 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 CompanyIssuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (b) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, each Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantorthe Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (c) Each Guarantor agrees that it shall 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 Guarantor further agrees that, as between the 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 Six ARTICLE VI hereof for the purposes of this Note Guarantee, 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 SixARTICLE VI hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by such 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.

Note Guarantees. Subject to this Article TenTwelve, each Guarantor hereby, jointly and severally, fully unconditionally and unconditionally irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereundersuch Holder, 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 maturityStated Maturity, by accelerationacceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), redemption or otherwise, and together with interest on the overdue premiumprincipal, if any, and interest on any overdue interest, to the Notes, if any, if 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 the case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed or any performance so guaranteed for whatever reasonclauses (1) and (2) above, such Guarantor shall be obligated to pay the same immediatelylimitation set forth in Section 12.04 hereof. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each 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 that which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand of 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 CompanyIssuer or any other Person, protest, notice and all demands whatsoever and covenant covenants that this the Note Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Note Guarantee. Each Guarantor acknowledges that the Notes Note Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, 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 Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other Guarantor. Each 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 Guarantor shall pay to the Trustee for the account of the Holder, 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 CompanyIssuer or any Guarantor, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantor, any amount paid by either any of them to the Trustee or such Holder, this the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the TrusteeTrustee 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 Six Five hereof for the purposes of this the Note Guarantee, Guarantee of such 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 declaration of acceleration of such obligations obligation as provided in Article SixFive hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of this the Note GuaranteeGuarantee of such 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. Subject to this Article Ten, each (a) Each Guarantor hereby, hereby jointly and severally, fully unconditionally and unconditionally irrevocably guarantees the Notes and obligations of the 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, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereundersuch Holder, that: : (ai) the principal of, of and premium, if any, any and interest on, on the Notes will shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, call for redemption or otherwiseotherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), and together with interest on the overdue premiumprincipal, if any, and interest on any overdue interest, to the Notes, if any, if extent lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (bii) in the case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor the Note Guarantees shall be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each . (b) 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 CompanyIssuer, any action to enforce the same or any other circumstance that which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Guarantor hereby waives the benefits of diligence, presentment, demand of 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 CompanyIssuer or any other Person, protest, notice and all demands whatsoever and covenant covenants that this the Note Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each of the 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 Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other Guarantor. Each 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 Guarantor 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 CompanyIssuer or any Guarantor, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantor, any amount paid by either any of them to the Trustee or such Holder, this the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This paragraph (d) shall not remain effective notwithstanding any contrary action which may be entitled taken by the Trustee or any Holder in reliance upon such amount required to any right be returned. This paragraph (d) shall survive the termination of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. this Indenture. (e) Each Guarantor further agrees that, as between each 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 Six VI hereof for the purposes of this the Note GuaranteeGuarantee of such 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 declaration of acceleration of such obligations as provided in Article SixVI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of this the Note GuaranteeGuarantee of such Guarantor.

Note Guarantees. (a) Subject to this Article Ten11, each Guarantor of the Subsidiary Guarantors hereby, jointly and severally, fully and 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 obligations of the Company hereunder or thereunder, that: (a1) the principal of, and premium, if any, and interest on, and interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue premiumprincipal of, premium on, if any, and interest on the Notesinterest, if any, on, the 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 (b2) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor shall the Subsidiary Guarantors will be jointly and severally obligated to pay the same 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 . (b) The Subsidiary 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 Company, any action to enforce the same or any other circumstance that which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorthe Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary 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 Six 6 hereof for the purposes of this Note Guarantee, 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 Six6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by such Guarantor the Subsidiary 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.

Note Guarantees. Section 11.01 Guarantee. (a) Subject to this Article Ten11, each Guarantor of the Guarantors (other than the Quebec Guarantor) hereby, jointly and severally, fully and 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 obligations of the Company hereunder or thereunder, that: (a1) the principal of, premium and premiumAdditional Interest, if any, and interest on, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue premium, if any, principal of and interest on the Notes, 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 (b2) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor shall the 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 Section 10.02this Article 11, each the 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 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 performance 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 same immediately. The Quebec Guarantor 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 that which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorthe Guarantors, any amount paid by either to the Trustee or such Holder, this Note Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (e) Each Guarantor agrees that it shall 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 Guarantor further agrees that, as between the 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 Six 6 hereof for the purposes of this Note Subsidiary Guarantee, 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 Six6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Note Subsidiary 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 Subsidiary Guarantee.

Note Guarantees. Subject to this Article Ten(a) The Guarantor, each Guarantor herebyhereby unconditionally and irrevocably guarantees the Notes, jointly Hedge Agreements and severallythe Obligations hereunder and thereunder, fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Indenture Trustee and to the Indenture Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereundersuch Holder, that: (ai) the principal of, of and premium, if any, any and interest on, on the Notes will shall be promptly paid in full when due, whether at maturitythe Legal Final Maturity Date, by accelerationacceleration or otherwise (including, redemption or otherwisewithout limitation, and the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue premiumprincipal, if any, and interest on any overdue interest, to the Notes, if any, if extent lawful, and all other obligations of the Company Issuer to the Holders or the Indenture Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in the case of any extension of time of payment or renewal of any Notes or of any of such other obligationsObligations, 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 Maturitythe Legal Final Maturity Date, by acceleration or otherwise. Failing payment when due The obligations of the Guarantor are direct, independent and primary obligations of the Guarantor and are irrevocable, absolute, unconditional, and continuing obligations and are not conditioned in any way upon the institution of suit or the taking of any amount so guaranteed other action, the pursuit of any remedies or any attempt to enforce performance so guaranteed for whatever reasonof or compliance with the Obligations by the Issuer and the Guarantor, such Guarantor and their respective successors, transferees or assigns, and shall be obligated to pay the same immediately. Each Guarantor agrees that this is constitute a guarantee guaranty of payment and performance and not a guarantee of collection. Subject , binding upon the Guarantor and its successors and assigns and irrevocable without regard to Section 10.02, each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of 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 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 Without limiting the generality of the foregoing, the Guarantor hereby waives shall not have any right to terminate this guaranty, or to be released, relieved or discharged from its obligations hereunder except as provided in Section 11.1 hereof, and such obligations shall not be affected, diminished, modified or impaired for any reason whatsoever, including, without limitation, (i) the change, modification or amendment of any obligation, duty, guarantee, warranty, responsibility, covenant or agreement set forth in this Indenture, the granting of any extension of time for payment to the Issuer or any other 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’s assets, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization of or similar proceedings affecting the Issuer or the Guarantor or any of the assets of the Issuer or the Guarantor, (iii) any furnishing or acceptance of additional security or any exchange, surrender, substitution or release of any security, (iv) any waiver, consent or other action or inaction or any exercise or non-exercise of any right, remedy or power with respect to the Obligations or this Indenture, (v) any merger or consolidation of the Issuer or the Guarantor 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 Guarantor of the occurrence of a default under the terms and provisions of this Indenture. (b) The Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have now, or in the 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 to preserve any of the 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, filing of claims payment or enforcement and any other notice with a court in the event of insolvency or bankruptcy respect to any of the CompanyObligations 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 right to require other defense, contingency, circumstance or matter which might constitute a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance legal or equitable discharge of a surety or guarantor; (ix) any defense based on or arising out of the obligations contained 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 Notes and this Indenture. 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 CompanyIssuer or the Guarantor, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any the Guarantor, any amount paid by either any of them to the Indenture Trustee or such HolderNoteholder, this the Note GuaranteeGuarantee of the Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This paragraph (c) shall not remain effective notwithstanding any contrary action which may be entitled taken by the Indenture Trustee or any Noteholder in reliance upon such amount required to any right be returned. This paragraph (c) shall survive the termination of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each this Indenture. (d) The Guarantor further agrees that, as between 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 Six V hereof for the purposes of this the Note GuaranteeGuarantee of 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 declaration of acceleration of such obligations Obligations as provided in Article SixV hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purpose of this the Note GuaranteeGuarantee of the Guarantor.

Note Guarantees. Subject to this Article Tenthe limitations set forth in Section 16.05, each Guarantor the Guarantors hereby, jointly and severally, fully unconditionally and unconditionally guarantees irrevocably Guarantee, as primary obligor and not merely as surety, to each Holder of a Note Holder, the Trustee, the Collateral Agent and to the Trustee and its their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations Obligations of the Company hereunder or thereunder, that: : (a) the principal of, of and premium, if any, and interest oninterest, 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 maturityStated Maturity, by acceleration, redemption redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest on the Notesinterest, 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 and (b) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration acceleration, redemption, required purchase or repurchase or otherwise. Failing payment when due due, subject to any applicable grace period, of any amount so guaranteed Guaranteed or any performance so guaranteed Guaranteed for whatever reason, such Guarantor the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees The Guarantors hereby agree that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each Guarantor hereby agrees 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 that which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby waives waives, to the fullest extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the CompanyCompany or another Guarantor, protest, notice and all demands whatsoever and covenant that this the Note Guarantee Guarantees shall not be discharged except by complete performance payment in full or conversion in full of the obligations contained Notes in the Notes and accordance with this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor Company or any custodianof the Guarantors, or any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law or other similar official acting in relation to either the Company or any Guarantorof the Guarantors, any amount paid by either to the Trustee or to such Holder, this the Note GuaranteeGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed Guaranteed hereby until payment in full of all obligations guaranteed Guaranteed hereby. Each Guarantor further agrees that, as between the 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 Six 6 for the purposes of this the Note GuaranteeGuarantees, 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 Six6, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of this the Note GuaranteeGuarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Note Guarantees.

Note Guarantees. Subject to this Article Ten(a) If any Restricted Subsidiary (including any Restricted Subsidiary formed or acquired after the Issue Date) shall become a borrower or guarantor under any U.S. Credit Facility, each Guarantor hereby, jointly then such Restricted Subsidiary shall (i) execute and severally, fully and unconditionally guarantees to each Holder of a Note and deliver to the Trustee a supplemental indenture in form and its successors and assigns, irrespective substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally Guarantee all of the validity Company’s obligations under the Securities and enforceability this 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, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Subsidiary; provided, however, that if, at any time, the 9.5% Notes are not outstanding, all references in the 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 Securities 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 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, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, Indenture and premiumpursuant to which transaction such Guarantor is released from all guarantees, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue premium, if any, and interest on the Notes, if any, if lawful, and all it of other obligations Indebtedness 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 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, such Guarantor shall be obligated to pay the same immediately. Each 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 that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorof its Subsidiaries or (ii) such Subsidiary ceasing to be 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), any amount paid by either or (iii) such Subsidiary ceasing to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Holders and the Trustee, (x) the maturity a wholly owned Subsidiary of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Note Guarantee, 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 Six, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Note GuaranteeCompany.

Note Guarantees. (a) Subject to this Article Ten11, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Agreed Security Principles, each Guarantor of the Guarantors hereby, jointly and severally, fully irrevocably and unconditionally guarantees 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 obligations of the Company Issuer hereunder or thereunderthereunder (such Guarantee, a “Note Guarantee”), that: (a1) the principal of, and premiumpremium on, if any, interest and interest Additional Amounts, if any, on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue premiumprincipal of, premium on, if any, interest and interest on the NotesAdditional Amounts, if any, on, the 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 (b2) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or 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, such Guarantor shall the 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 Section 10.02this Article 11, each 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 that which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby waives diligence, presentment, demand 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 CompanyIssuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, each Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantorthe Guarantors, any amount paid by either to the Trustee or the Security Agent or such Holder, this Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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 Guarantor further agrees that, as between the 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 Six 6 hereof for the purposes of this Note Guarantee, 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 Six6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by such 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.

Note Guarantees. (a) Subject to this Article Ten10, each Guarantor of the Guarantors hereby, as primary obligor and not merely as a surety, jointly and severally, fully unconditionally and unconditionally 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 assignsassigns and to the Notes Security Agent (on behalf of and 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 Company Issuer hereunder or thereunder, that: (a1) the principal of, and premium, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest, and premium, if any, and interest on the Notes, if any, if lawful, Notes (to the extent permitted by law) 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 (b2) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor shall the 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. Subject to Section 10.02, each . (b) Each 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 that 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 Guarantor hereby waives waives, to the fullest extent permitted by law, diligence, presentment, demand 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 CompanyIssuer, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture. . (c) If any Holder Holder, the Trustee, or the Trustee Notes Security Agent is required by any court or otherwise to return to or for the Companybenefit of the Issuer, each Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantorthe Guarantors, any amount paid by either the Issuer or the Guarantors to the Trustee Trustee, the Notes Security Agent, or such Holder, this Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. Each . (d) Until terminated in accordance with Section 10.06 hereof, each Guarantor agrees that it shall 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 Guarantor further agrees that, as between the Holders Guarantors, on the one hand, and the 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 Six 6 hereof for the purposes of this Note Guarantee, 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 Six, 6 hereof such obligations (whether or not due and payable) shall will forthwith become due and payable by such 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 payment 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. Subject to this Article Ten, each (a) Each Guarantor hereby, hereby jointly and severally, fully unconditionally and unconditionally irrevocably guarantees the Notes and obligations of the 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, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereundersuch Holder, that: : (ai) the principal of, of and premium, if any, any and interest on, on the Notes will shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, call for redemption or otherwiseotherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), and together with interest on the overdue premiumprincipal, if any, and interest on any overdue interest, to the Notes, if any, if extent lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (bii) in the case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor the Note Guarantees shall be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each . (b) 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 CompanyIssuer, any action to enforce the same or any other circumstance that which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Guarantor hereby waives the benefits of diligence, presentment, demand of 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 CompanyIssuer or any other Person, protest, notice and all demands whatsoever and covenant covenants that this the Note Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each of the 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 Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other Guarantor. Each 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 Guarantor 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 CompanyIssuer or any Guarantor, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantor, any amount paid by either any of them to the Trustee or such Holder, this the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This Section 11.1(d) shall not remain effective notwithstanding any contrary action which may be entitled taken by the Trustee or any Holder in reliance upon such amount required to any right be returned. This Section 11.1(d) shall survive the termination of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. this Indenture. (e) Each Guarantor further agrees that, as between each 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 Six VI hereof for the purposes of this the Note GuaranteeGuarantee of such 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 declaration of acceleration of such obligations as provided in Article SixVI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of this the Note GuaranteeGuarantee of such Guarantor.

Note Guarantees. (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 irrevocably Guarantees (collectively, the “Note Guarantees”), as primary obligor and not merely as surety, on a senior basis to each Holder, the Collateral Agents (on behalf of and for the benefit of Holders, for the purpose of this Article Ten10, each Guarantor herebyand not in their individual capacities, jointly but solely in their roles as representatives of the Holders in holding and severallyenforcing the Collateral and the Security Documents), fully and unconditionally guarantees to each Holder of a Note and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: assigns (ai) the principal of, full and premium, if any, and interest on, the Notes will be promptly paid in full punctual payment when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue premium, if any, and interest on the Notes, 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 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, of all payment obligations of the Issuers under this Indenture and the Notes, whether 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”). Failing payment when due 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 amount so guaranteed 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 performance so guaranteed 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 whatever reasonthe 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 Guarantor shall that such Note Guarantor’s obligations would be obligated to pay less than the same immediatelyfull 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 this is its Note Guarantee herein constitutes a guarantee of payment when due (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 that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby ) and waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not any resort be discharged except had by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by to any court or otherwise to return to Note held for payment of the Company, each Guaranteed Obligations. (e) If any Note Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by either to the Trustee or such Holder, this 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 extent theretofore discharged, aggregate net worth of all the Note Guarantors combined. (f) [Reserved]. (g) Each Note Guarantor agrees that its Note Guarantee shall be reinstated remain in full force and effecteffect 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 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. (i) Subject to the limitations set forth in Schedule 10.1, 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 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 other unpaid principal amount of such Guaranteed Obligations, accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and any Additional Amounts. (j) Each Note Guarantor agrees that it shall not be entitled to exercise any right of subrogation in relation to the Holders in respect of any obligations Guaranteed Obligations guaranteed hereby until payment in full of all obligations guaranteed herebyGuaranteed Obligations. Each Note Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Six 6 for the purposes of this Note Guaranteeany Guarantee herein, 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 Six6, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by 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 GuaranteeGuarantees at the direction of the 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. Subject to this Article TenTwelve, each Guarantor hereby, hereby jointly and severally, fully and unconditionally guarantees Guarantees, on a senior basis, the Notes and Obligations of the Issuer hereunder and thereunder, and Guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereundersuch Holder, that: : (a1) the principal of, and interest and premium, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturityStated Maturity, by accelerationacceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), redemption or otherwise, and together with interest on the overdue premiumprincipal, if any, and interest on any overdue interest, to the Notes, if any, if 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 the case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed or any performance so guaranteed for whatever reasonclauses (1) and (2) above, such Guarantor shall be obligated to pay the same immediatelylimitation set forth in Section 1204 hereof. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each 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 that which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand of 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 CompanyIssuer or any other Person, protest, notice and all demands whatsoever and covenant covenants that this the Note Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such 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 Guarantors hereby agrees that, in the event of a default in payment of principal, interest or premium, if any, with respect to such Note, whether at its Stated Maturity, by acceleration, 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 Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other Guarantor. Each 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 Guarantor shall pay to the Trustee for the account of the Holder the amount that would otherwise have been due and this Indenturepayable 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 CompanyIssuer or any Guarantor, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantor, any amount paid by either any of them to the Trustee or such Holder, this the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the TrusteeTrustee 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 Six Five hereof for the purposes of this the Note Guarantee, Guarantee of such 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 declaration of acceleration of such obligations obligation as provided in Article SixFive hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of this the Note GuaranteeGuarantee of such 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. Subject to this Article Ten, each (a) Each Guarantor hereby, hereby jointly and severally, fully fully, unconditionally and unconditionally irrevocably guarantees the Notes and obligations of the 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, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereundersuch Holder, that: : (ai) the principal of, of and premium, if any, any and interest on, on the Notes will shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, call for redemption or otherwiseotherwise (including, and without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue premiumprincipal, if any, and interest on any overdue interest, to the Notes, if any, if 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 promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (bii) in the case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor the Note Guarantees shall be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each . (b) 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 that which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Guarantor hereby waives the benefits of diligence, presentment, demand of 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 CompanyCompany or any other Person, protest, notice and all demands whatsoever and covenant covenants that this the Note Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each of the 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 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 Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor. Each 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 Guarantor 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 CompanyIssuer or any Guarantor, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantor, any amount paid by either any of them to the Trustee, the Collateral Trustee or such Holder, this the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This paragraph (d) shall not remain effective notwithstanding any contrary action which may be entitled taken by the Trustee, the Collateral Trustee or any Holder in reliance upon such amount required to any right be returned. This paragraph (d) shall survive the termination of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. this Indenture. (e) Each Guarantor further agrees that, as between each Guarantor, on the Holders one hand, and the 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 Six VI hereof for the purposes of this the Note GuaranteeGuarantee of such 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 declaration of acceleration of such obligations as provided in Article SixVI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of this the Note GuaranteeGuarantee of such Guarantor.

Note Guarantees. Subject to this Article TenSection 8.04, each Guarantor of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Note and to the Trustee Lender and its successors and assigns, irrespective of the validity and enforceability of this IndentureAgreement, the Notes or and the obligations of the Company Borrower hereunder or and thereunder, that: : (a) the principal of, of and premium, if any, and the interest on, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue premiumprincipal and interest on any interest, if any, and interest on the Notes, if any, if lawful, 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 and (b) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration acceleration, redemption or otherwise. Failing payment when due An Event of any amount so guaranteed Default under this Agreement or any performance so guaranteed for whatever reasonthe Notes shall constitute an event of default under the Note Guarantees, such Guarantor and shall be obligated entitle the Lender to pay accelerate the obligations of the Guarantors hereunder in the same immediatelymanner and to the same extent as the obligations of the Borrower. Each Guarantor agrees The Guarantors hereby agree that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each Guarantor hereby agrees 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 that 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 Guarantor hereby waives diligence, presentment, demand 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 CompanyBorrower, protest, notice and all demands whatsoever and covenant covenants that this the Note Guarantee shall Guarantees will not be discharged except by complete performance of the obligations contained in the Notes and this IndentureAgreement. If any Holder or the Trustee Lender is required by any court or otherwise to return to the CompanyBorrower, each Guarantor the Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Borrower or any Guarantorthe Guarantors, any amount paid by either to the Trustee or such HolderLender, this the Note GuaranteeGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders Lender in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Holders Guarantors, on the one hand, and the TrusteeLender, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six V for the purposes of this the Note GuaranteeGuarantees, 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 SixV, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of this the Note GuaranteeGuarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Lender under the Note Guarantees.

Note Guarantees. Subject to this Article Ten, each (a) Each Guarantor hereby, jointly and severally, fully fully, unconditionally and unconditionally 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 its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereundersuch Holder, that: : (ai) the principal of, of and premium, if any, any and interest on, on the Notes will shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, call for redemption or otherwiseotherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), and together with interest on the overdue premiumprincipal, if any, and interest on any overdue interest, to the Notes, if any, if extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (bii) in the case of any extension of time of payment or renewal of any the Notes or of any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor the Note Guarantees shall be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each . (b) 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 that which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Guarantor hereby waives the benefits of diligence, presentment, demand of 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 CompanyCompany or any other Person, protest, notice and all demands whatsoever and covenant covenants that this the Note Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each of the 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 Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor. Each 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 Guarantor 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 CompanyCompany or any Guarantor, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by either any of them to the Trustee or such Holder, this the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This paragraph (d) shall not remain effective notwithstanding any contrary action which may be entitled taken by the Trustee or any Holder in reliance upon such amount required to any right be returned. This paragraph (d) shall survive the termination of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. this Indenture. (e) Each Guarantor further agrees that, as between each 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 Six Section 6.02 for the purposes of this the Note GuaranteeGuarantee of such 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 declaration of acceleration of such obligations as provided in Article SixSection 6.02, such obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of this the Note GuaranteeGuarantee of such Guarantor.

Note Guarantees. Subject to this Article Ten, each (a) Each Note Guarantor hereby, hereby jointly and severally, fully irrevocably and unconditionally guarantees guarantees, on a senior secured basis, as a primary obligor and not merely as a surety, to each Holder of a Note Holder, to the Trustee and to the Priority Lien Collateral Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: assigns (ai) the principal of, performance and premium, if any, and interest on, the Notes will be promptly paid in full punctual payment when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue premium, if any, and interest on the Notes, 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 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, of all obligations of the Issuer under this Indenture, the 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”). Failing payment when due 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 amount so guaranteed 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 any right or remedy against the Issuer or any performance so guaranteed other Person under this Indenture, the Notes, the Priority Lien Security Documents or any other agreement or otherwise; (ii) any extension or renewal of this 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 whatever reasonthe Guaranteed Obligations or each Subsidiary Guarantor; (v) the failure of any Holder, such Guarantor shall be obligated the Trustee or the Priority Lien Collateral Trustee to pay exercise any right or remedy against any other guarantor of the same immediatelyGuaranteed Obligations; or (vi) any change in the ownership of each Subsidiary Guarantor, except as provided in Section 12.02(b). 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. (c) 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 this is its Note Guarantee herein constitutes a guarantee of payment payment, performance and compliance when due (and not a guarantee of collection. Subject ) and waives any right to Section 10.02require that any resort be had by any Holder, the 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 hereby agrees that its 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 unconditionalsubject to any reduction, irrespective 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 validityinvalidity, regularity illegality or enforceability unenforceability of the Notes 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 absence of Notes, the Priority Lien Security Documents or any action to enforce the sameother agreement, by any waiver or consent modification of any thereof, by any Holder default, failure or delay, willful or otherwise, in the performance of the Notes with respect 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 provisions hereof or thereof, extent vary the recovery risk of any judgment against the Company, Note Guarantor or would otherwise operate as a discharge of any action to enforce the same Note Guarantor as a matter of law or any other circumstance equity. (g) Each Note Guarantor agrees that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated remain in full force and effecteffect 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 (together with any security interest securing such Subsidiary Guarantee), 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, the Trustee or the Priority Lien Collateral Trustee upon the bankruptcy or reorganization of the Issuer or such Note 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 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, the Trustee or 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 Issuer to the Holders, the Trustee and the Priority Lien Collateral Trustee. (i) 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 Obligations guaranteed hereby until payment in full of all obligations guaranteed herebyGuaranteed Obligations. Each Note Guarantor further agrees that, as between it, on the Holders one hand, and the 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 Six VI for the purposes of this the Note GuaranteeGuarantee herein, 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 SixVI, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such 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 this Note GuaranteeIndenture.

Note Guarantees. Subject to this Article Ten, each (a) Each Guarantor hereby, hereby jointly and severally, fully fully, unconditionally and unconditionally irrevocably guarantees the Notes and obligations of the Issuers 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, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereundersuch Holder, that: : (ai) the principal of, of and premium, if any, any and interest on, on the Notes will shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, call for redemption or otherwiseotherwise (including, and without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue premiumprincipal, if any, and interest on any overdue interest, to the Notes, if any, if extent lawful, and all other obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (bii) in the case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor the Note Guarantees shall be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each . (b) 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 that which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Guarantor hereby waives the benefits of diligence, presentment, demand of 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 CompanyCompany or any other Person, protest, notice and all demands whatsoever and covenant covenants that this the Note Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each of the 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 Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor. Each 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 Guarantor 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 CompanyIssuers or any Guarantor, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or any Guarantor, any amount paid by either any of them to the Trustee or such Holder, this the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This paragraph (d) shall not remain effective notwithstanding any contrary action which may be entitled taken by the Trustee or any Holder in reliance upon such amount required to any right be returned. This paragraph (d) shall survive the termination of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. this Indenture. (e) Each Guarantor further agrees that, as between each 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 Six VI for the purposes of this the Note GuaranteeGuarantee of such 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 declaration of acceleration of such obligations as provided in Article SixVI, such obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of this the Note GuaranteeGuarantee of such Guarantor.

Note Guarantees. Subject to this Article Ten, each Guarantor hereby(a) Each of the Note Guarantors, jointly and severally, fully hereby unconditionally Guarantees (and unconditionally guarantees subject in each case to the Agreed Guarantee Principles set forth in any notation of Note Guarantee, supplemental indenture, or as contemplated by Section 4.24(b)) 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 obligations of the Company hereunder or thereunder, thereunder that: : (ai) the due and punctual payment of the principal of, and premium, if any, and interest on, on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, (ii) the due and interest on the overdue premiumpunctual payment of interest, if any, on the overdue principal of and interest on the Notes, if any, if 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 , and (biii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at 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, such Guarantor the Note Guarantors shall be jointly and severally obligated to pay the same immediately. Each Note Guarantor agrees shall agree that this is a guarantee Guarantee of payment and not a guarantee Guarantee of collection. Subject 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, all Notes Obligations otherwise subject to Section 10.02, each Guarantor acceleration under the terms of any Notes Document shall nonetheless be payable by the Note Guarantors hereunder forthwith on demand by the Trustee. (b) Each of the 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 that circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantorNote Guarantor. Each Note Guarantor further, to the extent permitted by law, hereby waives diligenceand relinquishes all claims, presentmentrights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, demand rights or remedies, including but not limited to: (i) any right to require any of paymentthe Trustee, filing the Holders or the Company (each a “Benefited Party”), as a condition of claims with a court in the event of insolvency payment or bankruptcy of performance by such Note Guarantor, to (A) proceed against the Company, any right to require a proceeding first 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 any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other person, 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 covenant 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 this 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes its Note Guarantee and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorthe Note Guarantors, any amount paid by to either to the Trustee or such Holder, this Note any 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 Note Guarantor shall further agrees agree that, as between the 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 Six Section 6.02 for the purposes of this Note any 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 SixSection 6.02, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Note Guarantors for the purpose of this any such Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under the applicable Guarantee.

Note Guarantees. Subject to the provisions of this Article TenARTICLE VII, each Guarantor herebythe Guarantors hereby fully, irrevocably and unconditionally guarantee, jointly and severally, fully and unconditionally guarantees to each Holder of a Note and to the Trustee and its successors the Authorized Agents the full and assignspunctual payment (whether at an installment date or the Maturity Date, irrespective upon redemption, purchase pursuant to an offer to purchase or acceleration or otherwise) of the validity principal, premium (if any) or interest, and enforceability 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 IndentureIndenture as they come due, the Notes or provided that the obligations of the Company hereunder or 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 maturity, by acceleration, redemption or otherwise, and interest on the overdue premium, if any, and interest on the Notes, 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 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, such Guarantor shall be obligated to pay the same immediately. Each 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 unconditionallimited to the maximum amount as shall, irrespective after giving effect to all other contingent and fixed liabilities of the validity, regularity such Guarantor and after giving effect to any collections from or enforceability of the Notes payments made by or this Indenture, the absence on behalf 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 that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Holders and the Trustee, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyof such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in such obligations not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under Applicable Law. Upon failure by the 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 (y) time and in the event manner specified in this Indenture. This Note Guarantee constitutes a direct, joint and several, general unsecured and unconditional primary obligation of each Guarantor that will at all times rank at least pari passu with any declaration existing and future senior unsecured Indebtedness of acceleration of such Guarantor, except for such obligations as provided may be preferred by provisions of law that are both mandatory and of general application, including without limitation, tax and labor claims. Each Guarantor hereby agrees to pay, in Article Sixaddition to the amounts stated above, such obligations any and all fees, indemnity amounts and reasonable and documented costs and expenses (whether including reasonable and documented counsel fees and expenses) incurred by the Trustee or not due the Holders in enforcing any rights under any Note Guarantee. Each of the Guarantors hereby unconditionally and payable) shall forthwith become due and payable by such Guarantor irrevocably waives all benefits applicable thereto to the fullest extent possible under existing law for the purpose of this Note GuaranteeGuarantee to be joint and several with the obligations of the Issuer.

Note Guarantees. Subject to this Article Ten, each (a) Each Guarantor hereby, hereby jointly and severally, fully fully, unconditionally and unconditionally irrevocably guarantees the Notes and obligations of the 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, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereundersuch Holder, that: : (ai) the principal of, of and premium, if any, any and interest on, on the Notes will shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, call for redemption or otherwiseotherwise (including, and without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue premiumprincipal, if any, and interest on any overdue interest, to the Notes, if any, if extent lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (bii) in the case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor the Note Guarantees shall be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each . (b) 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 CompanyIssuer, any action to enforce the same or any other circumstance that which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Guarantor hereby waives the benefits of diligence, presentment, demand of 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 CompanyIssuer or any other Person, protest, notice and all demands whatsoever and covenant covenants that this the Note Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each of the 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 Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other Guarantor. Each 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 Guarantor 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 CompanyIssuer or any Guarantor, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantor, any amount paid by either any of them to the Trustee or such Holder, this the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This paragraph (d) shall not remain effective notwithstanding any contrary action which may be entitled taken by the Trustee or any Holder in reliance upon such amount required to any right be returned. This paragraph (d) shall survive the termination of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. this Indenture. (e) Each Guarantor further agrees that, as between each 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 Six Section 6.2 for the purposes of this the Note GuaranteeGuarantee of such 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 declaration of acceleration of such obligations as provided in Article SixSection 6.2, such obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of this the Note GuaranteeGuarantee of such Guarantor.

Note Guarantees. Subject to this Article Ten, each (a) Each Subsidiary Guarantor hereby, hereby jointly and severally, fully and unconditionally guarantees the Notes and obligations of the Issuers 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, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunderTrustee, that: : (ai) the principal of, of and premium, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue premium, if any, and interest on the NotesNotes shall be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise, together with interest on the overdue principal, if any, if 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 promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (bii) in the case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each . (b) 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 that 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 of 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 CompanyIssuers or any other Person, protest, notice and all demands whatsoever and covenant covenants that this the Note Guarantee of such Subsidiary Guarantor shall not be discharged as to any Note or this Indenture except by complete performance of the obligations contained in the Notes such Note and this Indenture 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 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 Note Guarantee without first proceeding against the 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 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 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 Companyany Issuer or any Subsidiary Guarantor, each 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 either any of them to the Trustee or such Holder, this the Note GuaranteeGuarantee 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 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 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 Six VI for the purposes of this the Note GuaranteeGuarantee 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 declaration of acceleration of such obligations as provided in Article SixVI, such obligations (whether or not due and payable) shall forthwith become due and payable by such 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 Note GuaranteeIndenture 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. Subject to this Article Ten(a) Each Guarantor, each Guarantor hereby, hereby jointly and severally, fully unconditionally and unconditionally irrevocably guarantees the Notes and the Obligations hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Indenture Trustee and to the Indenture Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereundersuch Holder, that: (ai) the principal of, of and premium, if any, any and interest on, on the Notes will shall be promptly paid in full when due, whether at maturitythe Legal Final Maturity Date, by accelerationacceleration or otherwise (including, redemption or otherwisewithout limitation, and the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue premiumprincipal, if any, and interest on any overdue interest, to the Notes, if any, if extent lawful, and all other obligations of the Company Issuer to the Holders or the Indenture Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in the case of any extension of time of payment or renewal of any Notes or of any of such other obligationsObligations, 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 Maturitythe Legal Final Maturity Date, by acceleration or otherwise. Failing payment when due The obligations of each Guarantor are direct, independent and primary obligations of each Guarantor and are irrevocable, absolute, unconditional, and continuing obligations and are not conditioned in any way upon the institution of suit or the taking of any amount so guaranteed other action, the pursuit of any remedies or any attempt to enforce performance so guaranteed for whatever reasonof or compliance with the Obligations by the Issuer and each Guarantor, such Guarantor and their respective successors, transferees or assigns, and shall be obligated to pay the same immediately. Each Guarantor agrees that this is constitute a guarantee guaranty of payment and performance and not a guarantee of collection. Subject , binding upon the Guarantor and its successors and assigns and irrevocable without regard to Section 10.02, each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of 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 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. Without limiting the generality of the foregoing, no Guarantor shall have any right to terminate this guaranty, or to be released, relieved or discharged from its obligations hereunder except as provided in Section 11.1 hereof, and such obligations shall not be affected, diminished, modified or impaired for any reason whatsoever, including, without limitation, (i) the change, modification or amendment of any obligation, duty, guarantee, warranty, responsibility, covenant or agreement set forth in this Indenture, the granting of any extension of time for payment to the Issuer or any other 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’s assets, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization of or similar proceedings affecting the Issuer or any Guarantor or any of the assets of the Issuer or any Guarantor, (iii) any furnishing or acceptance of additional security or any exchange, surrender, substitution or release of any security, (iv) any waiver, consent or other action or inaction or any exercise or non-exercise of any right, remedy or power with respect to the Obligations or this Indenture, (v) any merger or consolidation of the Issuer or the Guarantor 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 hereby waives irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have now, or in the 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 to preserve any of the 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, filing of claims payment or enforcement and any other notice with a court in the event of insolvency or bankruptcy respect to any of the CompanyObligations 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 right to require other defense, contingency, circumstance or matter which might constitute a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance legal or equitable discharge of a surety or guarantor; (ix) any defense based on or arising out of the obligations contained 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 Notes and this Indenture. 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 CompanyIssuer or any Guarantor, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantor, any amount paid by either any of them to the Indenture Trustee or such HolderNoteholder, this the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This paragraph (c) shall not remain effective notwithstanding any contrary action which may be entitled taken by the Indenture Trustee or any Noteholder in reliance upon such amount required to any right be returned. This paragraph (c) shall survive the termination of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. this Indenture. (d) Each Guarantor further agrees that, as between each 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 Six V hereof for the purposes of this the Note GuaranteeGuarantee of such 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 declaration of acceleration of such obligations Obligations as provided in Article SixV hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of this the Note GuaranteeGuarantee of such Guarantor.

Note Guarantees. Subject to this Article Ten(a) Each Note Guarantor hereby fully, each Guarantor herebyunconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Note Guarantor, fully and unconditionally guarantees to each Holder of a Note and to the Trustee the full and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, and premium, if any, and interest on, the Notes will be promptly paid in full punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, and interest on of the overdue premiumObligations (such guaranteed Obligations, if anythe "Guaranteed Obligations"). Each Note Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and interest on that it will remain bound under this Article X notwithstanding any extension or renewal of any Obligation. Each Note Guarantor hereby agrees to pay, in addition to the Notesamounts stated above, if any, if lawful, any and all other obligations of expenses (including reasonable counsel fees and expenses) incurred by the Company to Trustee or 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; andenforcing any rights under any Note Guarantee. (b) in Each Note Guarantor waives presentation to, demand of payment from and protest to the case Company of any of the Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Notes or the 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 Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension of time of payment 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 such any security held by any Holder or the Trustee for the Obligations or any of them; (v) the failure of any Holder to exercise any right or remedy against any other obligations, that Note Guarantor; or (vi) any change in the same will be promptly paid in full when due or performed in accordance with the terms ownership 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, such Company. (c) Each Note Guarantor shall be obligated to pay the same immediately. Each Guarantor further agrees that this is its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection. Subject ) and waives any right to Section 10.02, require that any resort be had by any Holder to any security held for payment of the Obligations. (d) The obligations of each Note Guarantor hereby agrees that its obligations hereunder shall not be unconditionalsubject to any reduction, irrespective limitation, impairment or termination for any reason (other than payment of the validityObligations in full), regularity including any claim of waiver, release, surrender, alteration or enforceability compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the Notes invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the absence of Notes or any action to enforce the sameother agreement, by any waiver or consent 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 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 that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any 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 amount paid of the Obligations when and as the same shall become due, whether at maturity, by either acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee Trustee, forthwith pay, or such Holdercause to be paid, this Note Guaranteein cash, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation Holders an amount equal to the Holders in respect sum of: (i) the unpaid amount of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). (g) Each Note Guarantor further agrees that, as between such Note Guarantor, on the Holders one hand, and the TrusteeHolders, on the other hand: (xi) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Six this Indenture for the purposes of this its Note GuaranteeGuarantee herein, 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 SixObligations, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by such Note Guarantor for the purpose purposes of this its Note Guarantee.

Note Guarantees. (a) Subject to this Article Ten10, each Guarantor of the Guarantors hereby, as primary obligor and not merely as a surety, jointly and severally, fully unconditionally and unconditionally 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 assignsassigns and to the Notes Security Agent (on behalf of and 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 Company Issuer hereunder or thereunder, that: (a1) the principal of, and premium, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest, and premium, if any, and interest on the Notes, if any, if lawful, Notes (to the extent permitted by law) 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 (b2) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor shall the 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. Subject to Section 10.02, each . (b) Each 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 that 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 Guarantor hereby waives waives, to the fullest extent permitted by law, diligence, presentment, demand 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 CompanyIssuer, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder Indenture or by release in accordance with the Trustee is required by any court or otherwise to return to the Company, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Holders and the Trustee, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes provisions of this Note Guarantee, 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 Six, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Note GuaranteeIndenture.

Note Guarantees. Subject to (a) The Guarantors, either by execution of this Article Ten, each Guarantor hereby, jointly and severallyIndenture or a Supplemental Indenture, fully and, subject to the limitations on the effectiveness and enforceability set forth in this Indenture or such Supplemental Indenture, as applicable, unconditionally guarantees guarantee, on a joint and several basis to each Holder of a Note and to the Trustee and its successors and assigns, irrespective assigns on behalf of the validity and enforceability of this Indentureeach Holder, the Notes or the obligations full payment of the Company hereunder or 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 maturity, by acceleration, redemption or otherwise, and interest on the overdue premiuminterest, if any, and interest on the NotesAdditional Amounts, if any, if lawfulon, and all other monetary obligations of the Company Issuer under this Indenture and the Notes (including obligations to the Holders or Trustee and the Security Agent and the obligations to pay Additional Amounts, if any) with respect to, each Note authenticated and delivered by the Trustee hereunder or thereunder will be promptly paid in full or performed, all its agent pursuant to and 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 such other obligationsthis Indenture, that the same will be promptly 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. Failing payment when due renewal of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor shall Note Obligation. All payments under each Note Guarantee will be obligated to pay the same immediately. Each Guarantor agrees made in U.S. dollars. (b) The Guarantors hereby agree that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each Guarantor hereby agrees 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 that might which 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 Guarantor The Guarantors hereby waives waive diligence, presentment, demand 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 CompanyIssuer prior to exercising its rights under a Note Guarantee (including, protestfor 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 amount payable under, each 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 each covenant that this their Note Guarantee shall will not be discharged with respect to any Note except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof and interest thereon or as otherwise provided in this Indenture, including ‎‎Section 10.04. Each Guarantor further agrees thatIf at any time any payment of principal of, as between premium, if any, interest, if any, or Additional Amounts, if any, on, such Note is rescinded or must be otherwise restored or returned upon the Holders and the Trusteeinsolvency, (x) the maturity bankruptcy or reorganization of the Issuer, the Guarantors’ obligations guaranteed hereby may hereunder with respect to such payment shall be accelerated reinstated as provided in Article Six for the purposes of this Note Guarantee, 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 date of such obligations rescission, restoration or returns as provided in Article Six, though such obligations (whether or not due and payable) shall forthwith payment had become due but had not been made at such times. (c) The Guarantors also agree to pay any and payable all costs and expenses (including reasonable attorneys’ fees) incurred by such Guarantor for the purpose of Trustee or any Holder in enforcing any rights under this Note Guarantee‎‎Section 10.01.

Note Guarantees. Subject to (a) The Guarantors, either by execution of this Article Ten, each Guarantor hereby, jointly and severallyIndenture or a Supplemental Indenture, fully and, subject to the limitations on the effectiveness and enforceability set forth in this Indenture or such Supplemental Indenture, as applicable, unconditionally guarantees guarantee, on a joint and several basis to each Holder of a Note and to the Trustee and its successors and assigns, irrespective assigns on behalf of the validity and enforceability of this Indentureeach Holder, the Notes or the obligations full payment of the Company hereunder or 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 maturity, by acceleration, redemption or otherwise, and interest on the overdue premiuminterest, if any, and interest on the NotesAdditional Amounts, if any, if lawfulon, and all other monetary obligations of the Company Issuer under this Indenture and the Notes (including obligations to the Holders or Trustee and the obligations to pay Additional Amounts, if any) with respect to, each Note authenticated and delivered by the Trustee hereunder or thereunder will be promptly paid in full or performed, all its agent pursuant to and 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 such other obligationsthis Indenture, that the same will be promptly 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. Failing payment when due renewal of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor shall Note Obligation. All payments under each Note Guarantee will be obligated to pay the same immediately. Each Guarantor agrees made in Euros. (b) The Guarantors hereby agree that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each Guarantor hereby agrees 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 that might which 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 Guarantor The Guarantors hereby waives waive diligence, presentment, demand 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 CompanyIssuer prior to exercising its rights under a Note Guarantee (including, protestfor 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 amount payable under each 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 each covenant that this their Note Guarantee shall will not be discharged with respect to any Note except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.04. Each Guarantor further agrees thatIf at any time any payment of principal of, as between premium, if any, interest, if any, or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the Holders and the Trusteeinsolvency, (x) the maturity bankruptcy or reorganization of the Issuer, the Guarantors’ obligations guaranteed hereby may hereunder with respect to such payment shall be accelerated reinstated as provided in Article Six for the purposes of this Note Guarantee, 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 date of such obligations rescission, restoration or returns as provided in Article Six, though such obligations (whether or not due and payable) shall forthwith payment had become due but had not been made at such times. (c) The Guarantors also agree to pay any and payable all costs and expenses (including reasonable attorneys’ fees) incurred by such Guarantor for the purpose of Trustee or any Holder in enforcing any rights under this Note GuaranteeSection 10.01.

Note Guarantees. Subject to this Article Ten(a) Each Note Guarantor hereby fully, each Guarantor herebyunconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Note Guarantor, fully and unconditionally guarantees to each Holder of a Note and to the Trustee (i) the due and its successors and assigns, irrespective punctual payment of the validity and enforceability principal of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, and premium, if any, and interest onon each Note, when and as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue premium, if any, principal of and interest on the Notes, if any, if 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 promptly paid in full or performed, all in accordance with the terms hereof of such Note, this Indenture and thereof; and 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 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 otherwiseotherwise (the “Guaranteed Obligations”). Failing payment when due 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 amount so guaranteed Guaranteed Obligation. Each Note Guarantor hereby agrees to pay, in addition to the amounts stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under any Note Guarantee. (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 to assert any claim or demand or to enforce any right or remedy against the Issuers or any performance so guaranteed 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 security held by any Holder or the Trustee for whatever reason, such the Guaranteed 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 Issuers. (c) Each Note Guarantor shall be obligated to pay the same immediately. Each Guarantor further agrees that this is its Note Guarantee herein constitutes a guarantee of payment when due (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 that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby ) and waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not any resort be discharged except had by complete performance any Holder to any security held for payment of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Holders and the Trustee, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Note Guarantee, 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 Six, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Note GuaranteeGuaranteed Obligations.

Note Guarantees. (i) Subject to this Article TenX, the Intercreditor Agreement and the ABL Intercreditor Agreement, each Guarantor herebyGuarantor, as primary obligor and not merely as a surety, jointly and severally, fully unconditionally, on a senior basis and unconditionally subject to any limitations set out in any supplemental indenture, 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, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company Issuers hereunder or thereunder, that: (a) A. the principal of, Additional Amounts and premium, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest, Additional Amounts and premium, if any, and interest on the Notes, if any, if lawful, Notes (to the extent permitted by law) 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 the ▇. ▇▇ case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor shall the 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. 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 that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Holders and the Trustee, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Note Guarantee, 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 Six, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Note Guarantee.

Note Guarantees. Subject (a) Pursuant to this Article Tenthe Note Guarantees, each Guarantor hereby, jointly and severally, the Subsidiary Guarantors hereby fully and unconditionally guarantees guarantee, on an unsecured, senior, joint and several basis, to each Holder of a Note and to the Trustee and its successors and assigns, irrespective assign on behalf of the validity and enforceability of this Indentureeach Holder, the Notes or the obligations due and punctual full payment of the Company hereunder or 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 maturity, by acceleration, redemption or otherwise, and interest on the overdue premium, if any, and interest on the Notes, if any, if lawful, and all other monetary obligations of the Company under this Indenture and the Notes (including obligations to the Holders or Trustee) with respect to each Note authenticated and delivered by the Trustee hereunder or thereunder will be promptly paid in full or performed, all its agent pursuant to and 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 such other obligationsthis Indenture, that the same will be promptly 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. Failing payment when due renewal of any amount so guaranteed or any performance so guaranteed for whatever reason, Note Guarantee. All payments under such Guarantor Note Guarantee shall be obligated to pay the same immediately. Each Guarantor agrees made in U.S. dollars. (b) The Subsidiary Guarantors hereby agree that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each Guarantor hereby agrees 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 that might which 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 Guarantor The Subsidiary Guarantors hereby waives waive diligence, presentment, demand 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 CompanyCompany prior to exercising its rights under the Note Guarantee (including, protestfor 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 amount payable under each Note prior to recourse against the Subsidiary Guarantors or their assets), protest or notice with respect to any Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant that this the Note Guarantee shall not be discharged with respect to any Note except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof and interest thereon or as otherwise provided in this Indenture, including Sections 10.3 and 10.5. Each Guarantor further agrees thatIf at any time any payment of principal of, as between premium, if any, or interest, if any, on such Note is rescinded or must be otherwise restored or returned upon the Holders and the Trusteeinsolvency, (x) the maturity bankruptcy or reorganization of the Company or otherwise, the Subsidiary Guarantors’ obligations guaranteed hereby may hereunder with respect to such payment shall be accelerated reinstated as provided in Article Six for the purposes of this Note Guarantee, 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 date of such obligations rescission, restoration or returns as provided in Article Six, though such obligations (whether or not due and payable) shall forthwith payment had become due but had not been made at such times. (c) The Subsidiary Guarantors also agree to pay any and payable all costs and expenses (including reasonable attorneys’ fees) incurred by such Guarantor for the purpose of this Note GuaranteeTrustee or any Holder in enforcing any rights under Section 10.1.

Note Guarantees. Subject to this Article Ten, each (a) The Guarantor hereby, jointly and severallyseverally with the other Guarantors, fully fully, unconditionally and unconditionally irrevocably guarantees the Notes and obligations of the Company under the Indenture and the Notes, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereundersuch Holder, that: : (ai) the principal of, of and premium, if any, any and interest on, on the Notes will shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption call for redemption, purchase or otherwiseotherwise (including, and without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue premiumprincipal, if any, and interest on any overdue interest, to the Notes, if any, if extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder under the Indenture or thereunder will the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (bii) in the case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor The Note Guarantee shall be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each . (b) The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance that which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor. (c) The Guarantor hereby waives the benefits of diligence, presentment, demand of 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 CompanyCompany or any other Person, protest, notice and all demands whatsoever and covenant covenants that this the Note Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee or as provided for in the Notes and this Indenture. If any Holder The Guarantor 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 is required by any court on behalf of, or otherwise to return by, the Holder of such Note, subject to the Companyterms and conditions set forth in the Indenture, each directly against the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor. The Guarantor agrees that if, any amount paid by either to after the occurrence and during the continuance of an Event of Default, the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Holders and the Trustee, (x) are prevented by applicable law from exercising their respective rights to accelerate the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect account of the obligations guaranteed herebyHolders, and (y) in upon demand therefor, the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by such Guarantor for the purpose Trustee or any of this Note Guaranteethe Holders.

Note Guarantees. Subject to this Article Ten, each (a) Each Note Guarantor hereby, hereby jointly and severally, fully severally and unconditionally guarantees guarantees, as a primary obligor and not merely as a surety, to each Holder of a Note and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: assigns (ai) the principal of, full and premium, if any, and interest on, the Notes will be promptly paid in full punctual payment when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue premium, if any, and interest on the Notes, 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 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 acceleration, by redemption or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, interest on or additional interest, if any, in respect of the Securities and all other monetary obligations (to the fullest extent permitted by applicable law) of the Company under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Failing payment when due To the fullest extent permitted by applicable law, 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 XI notwithstanding any extension or renewal of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guaranteed Obligation. (b) Each Note Guarantor shall be obligated to pay the same immediately. Each 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 that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentmentpresentation to, demand of payment, filing payment from and protest to the Company of claims with a court in the event of insolvency or bankruptcy any of the Company, Guaranteed Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any right to require a proceeding first against default under the Company, protest, notice and all demands whatsoever and covenant that this Securities or the Guaranteed Obligations. The obligations of each Note Guarantee Guarantor hereunder shall not be discharged except affected by complete performance (i) the failure of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by to assert any court claim or otherwise demand or to return to the Company, each Guarantor enforce any right or any custodian, trustee, liquidator or other similar official acting in relation to either remedy against the Company or any other Person under this Indenture, the Securities 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 Securities or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (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, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Holders and the Trustee, (x) the maturity of the obligations guaranteed hereby may be accelerated except as provided in Article Six for the purposes of this Note Guarantee, 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 Six, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Note GuaranteeSection 11.02(b).

Note Guarantees. Subject to the provisions of this Article TenTwelve, each Subsidiary Guarantor herebyhereby irrevocably and unconditionally guarantees, jointly and severally, fully and unconditionally guarantees on a senior subordinated basis to each Holder of a Note and to the Trustee and its successors and assignsTrustee, irrespective on behalf of the validity Holders, (i) the due and enforceability punctual payment of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, and premium, if any, and interest onand Additional Interest, if any, on each Note, when and as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturityStated 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 principal of, premium, if any, and interest and Additional Interest, if any, on the Notes, if any, if 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 promptly paid in full or performed, all in accordance with the terms hereof of such Note and thereof; and this Indenture and (bii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at 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 otherwiseotherwise (the obligations in clauses (i) and (ii) hereof being the "Guaranteed Obligations"). Failing payment when due Without limiting the generality of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor shall be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02foregoing, each Guarantor 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 Holders 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. The Subsidiary 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 that might circumstances which may otherwise constitute a legal or equitable discharge or defense of the Company or a surety or guarantor. Each Guarantor The Subsidiary Guarantors hereby waives waive diligence, presentment, demand 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 against the Company, protestthe benefit of discussion, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever (except as specified above), and covenant that this Note Guarantee shall the Guaranteed Obligations will not be discharged as to any such Note except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebysuch Guaranteed Obligations and as provided in Sections 401, 1102, 1205 and 1206. Each Subsidiary Guarantor further agrees that, as between the Holders such Subsidiary Guarantor and the TrusteeHolders, (xi) the maturity of the obligations guaranteed hereby Guaranteed Obligations may be accelerated as provided in Article Six for the purposes of this Note GuaranteeFive, 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 SixFive, 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 hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the 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 purpose 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 Note GuaranteeSection 1201 is knowingly made in contemplation of such benefits.

Note Guarantees. Subject to this Article TenTwelve, each Guarantor hereby, hereby jointly and severally, fully and unconditionally guarantees Guarantees, on a senior basis, the Notes and Obligations of the Issuer hereunder and thereunder, and Guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereundersuch Holder, 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 maturityStated Maturity, by accelerationacceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), redemption or otherwise, and together with interest on the overdue premiumprincipal, if any, and interest on any overdue interest, to the Notes, if any, if 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 the case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed or any performance so guaranteed for whatever reasonclauses (1) and (2) above, such Guarantor shall be obligated to pay the same immediatelylimitation set forth in Section 1204 hereof. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each 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 that which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand of 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 CompanyIssuer or any other Person, protest, notice and all demands whatsoever and covenant covenants that this the Note Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such 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 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, 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 Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other Guarantor. Each 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 Guarantor shall pay to the Trustee for the account of the Holder the amount that would otherwise have been due and this Indenturepayable 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 CompanyIssuer or any Guarantor, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantor, any amount paid by either any of them to the Trustee or such Holder, this the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the TrusteeTrustee 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 Six Five hereof for the purposes of this the Note Guarantee, Guarantee of such 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 declaration of acceleration of such obligations obligation as provided in Article SixFive hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of this the Note GuaranteeGuarantee of such 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. Subject to this Article Ten, each Each Guarantor hereby, hereby jointly and severally---------------- severally unconditionally and irrevocably guarantees, fully as a primary obligor and unconditionally guarantees not merely as a surety, to each Holder of a Note and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: assigns (a) the full and punctual payment of principal ofof and interest, and premiumincluding Special Interest, if any, and interest on, in respect of the Notes will be promptly paid in full Securities when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue premium, if any, and interest on the Notes, 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 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 acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Failing payment when due of any amount so guaranteed Each Guarantor further agrees that the Guaranteed Obligations may be extended or any performance so guaranteed for whatever reasonrenewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall be obligated to pay the same immediatelyremain bound under this Article XI notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor agrees that this is a guarantee waives presentation to, demand of, payment from and protest to the Company 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 any of the validity, regularity or enforceability Guaranteed Obligations and also waives notice 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 that might otherwise constitute a legal or equitable discharge or defense of a guarantorprotest for nonpayment. Each Guarantor hereby waives diligence, presentment, demand notice of payment, filing any default under the Securities or the Guaranteed Obligations. The obligations 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, protest, notice and all demands whatsoever and covenant that this Note Guarantee each Guarantor hereunder shall not be discharged except affected by complete performance (a) the failure of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by to assert any court claim or otherwise demand or to return to the Company, each Guarantor enforce any right or any custodian, trustee, liquidator or other similar official acting in relation to either remedy against the Company or any Guarantorother Person under this Indenture, the Securities or any amount paid by either to the Trustee other agreement or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to otherwise; (b) any right of subrogation in relation to the Holders in respect extension or renewal of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Holders and the Trustee, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Note Guarantee, 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 Six, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Note Guarantee.thereof;

Note Guarantees. Subject to this Article Ten, each Guarantor Each of the Guarantors hereby, jointly and severally, fully absolutely and unconditionally guarantees guarantees, on a senior subordinated basis, to each Holder of a Note executed and to delivered by the Trustee and its successors and assignsCompany, irrespective of the validity and enforceability of this IndentureAgreement, the Notes or the obligations Obligations of the Company hereunder or thereunder, that: : (a) the principal of, of and premium, if any, premium and interest on, on the Notes will shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, otherwise and interest on the overdue principal of (and any premium, if any, ) and interest on the Notes, if any, if lawful, Notes and all other obligations Obligations of the Company to the Holders or the Trustee hereunder or thereunder will shall 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 such other obligationsObligations, 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 or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor shall be obligated to pay the same immediately. Each Guarantor agrees that this The Guarantee set forth herein is a guarantee Guarantee of payment and performance and not a guarantee Guarantee of collectioncollection only. Subject to Section 10.02, each Guarantor The Guarantors hereby agrees agree that its obligations their Obligations hereunder shall be absolute and unconditional, irrespective of the validity, regularity or enforceability of the Notes or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance that which might otherwise constitute a legal or equitable discharge or defense of a guarantor, other than payment in full of the underlying Obligations. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a prior proceeding first against the Company, protest, notice with respect to the Notes or the Indebtedness evidenced thereby and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations Obligations contained in the Notes and this IndentureAgreement. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyCompany or Guarantors, each Guarantor or any custodianCustodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorsuch Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to exercise any right of subrogation in relation to the Holders of Notes in respect of any obligations Obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. Each The Guarantors shall have the right to seek contribution from any non-paying Guarantor further agrees that, so long as between the exercise of such right does not impair the rights of the Holders and the Trustee, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Note Guarantee, 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 Six, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of under this Note Guarantee.

Note Guarantees. Subject to this Article Ten, each Guarantor of the Subsidiary Guarantors hereby, jointly and severally, fully and 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 obligations of the Company hereunder or thereunder, that: : (a) the principal of, and premium, if any, and interest on, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Notes, 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 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, such Guarantor the Subsidiary Guarantors shall be jointly and severally obligated to pay the same 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 The Subsidiary 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 thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance that which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this the Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this IndentureIndenture or pursuant to Section 10.03. If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorthe Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to 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 the Subsidiary 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 Six for the purposes of this the Note Guarantee, 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 Six, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Subsidiary Guarantors for the purpose of this the Note Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Note Guarantees. Subject to this Article Ten10, each Guarantor of the Guarantors hereby, jointly and severally, fully and 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 held thereby and the obligations Obligations of the Company hereunder or and thereunder, that: : (a) the principal of, and premiuminterest, premium and Special Interest, if any, and interest on, the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturityStated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of, premium, and (to the extent permitted by law) interest and Special Interest, if any, and interest on on, the Notes, if any, if lawful, and all other obligations payment Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or and 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 such other obligationsObligations, that 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 Maturity, by acceleration acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor shall the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors hereby agree that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each Guarantor hereby agrees 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 that (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this its Note Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor the Guarantors, or any custodianCustodian, trustee, liquidator Trustee or other similar official acting in relation to either the Company or any Guarantorof the Guarantors, any amount paid by either the Company or any Guarantor to the Trustee or such Holder, this the Note GuaranteeGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (xa) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this its Note Guarantee, 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 Six6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purpose of this 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 Guarantees.

Note Guarantees. Subject to this Article Ten, each Guarantor hereby(a) Each of the Note Guarantors, jointly and severally, fully hereby unconditionally Guarantees (and unconditionally guarantees subject in each case to the Agreed Guarantee Principles set forth in any notation of Note Guarantee, supplemental indenture, or as contemplated by Section 4.24(b)) 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 obligations of the Company hereunder or thereunder, thereunder that: : (ai) the due and punctual payment of the principal of, and premium, if any, and interest on, on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, repurchase, redemption or otherwise, (ii) the due and interest on the overdue premiumpunctual payment of interest, if any, on the overdue principal of and interest on the Notes, if any, if 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 , and (biii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration pursuant to Section 6.02 or otherwise. In addition, if an Ipso Facto Event is continuing, each Note Guarantor, absolutely, unconditionally and irrevocably, promises to pay the Notes Obligations to the Trustee for the benefit of the Secured Parties, on demand. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor the Note Guarantors shall be jointly and severally obligated to pay the same immediately. Each Note Guarantor agrees shall agree that this is a guarantee Guarantee of payment and not a guarantee Guarantee of collection. Subject to Section 10.02, each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective If acceleration of the validity, regularity or enforceability time for payment of any Notes Obligation by the Company is stayed by reason 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 that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy receivership of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorotherwise, any amount paid by either all Notes Obligations otherwise subject to acceleration under the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect terms of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between Notes Document shall nonetheless be payable by the Holders and Note Guarantors hereunder forthwith on demand by the Trustee, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Note Guarantee, 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 Six, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Note Guarantee.

Note Guarantees. Subject to this Article Ten, each Guarantor hereby, jointly (a) The Company will not permit any of its Domestic Subsidiaries that is a Wholly-Owned Subsidiary (and severally, fully and unconditionally any Domestic Subsidiary that is a non-Wholly-Owned Subsidiary if such non-Wholly-Owned Subsidiary guarantees to each Holder of a Note and to the Trustee and its successors and assigns, irrespective other capital markets debt securities of the validity and enforceability Company), other than a Guarantor, a Receivables Subsidiary or an Excluded Subsidiary, to guarantee the payment of this Indenture, the Notes or the obligations capital markets debt securities of the Company hereunder or thereunder, thatin an aggregate principal amount in excess of $200,000,000 unless: (a1) such Restricted Subsidiary within 60 days executes and delivers a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the principal of, and premiumCompany, if any, and interest on, the Notes will be promptly paid such Indebtedness is by its express terms subordinated in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue premium, if any, and interest on right of payment to the Notes, if any, if lawful, and all other obligations any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of the Company payment to such Guarantee substantially to the Holders or same extent as such Indebtedness is subordinated to the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereofNotes; and (b2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the case of any extension of time of payment benefit or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor shall be obligated to pay the same immediately. Each 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 sameadvantage of, any waiver rights of reimbursement, indemnity 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 subrogation or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first rights against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, other Restricted Subsidiary as a result of any amount paid payment by either to the Trustee or such Holder, Restricted Subsidiary under its Guarantee; provided that this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it Section 4.15 shall not be entitled applicable to any right of subrogation in relation to the Holders in respect guarantee of any obligations guaranteed hereby until payment Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in full of all obligations guaranteed hereby. Each Guarantor further agrees thatconnection with, as between the Holders and the Trustee, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided or in Article Six for the purposes of this Note Guarantee, 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 Sixcontemplation of, such obligations Person becoming a Restricted Subsidiary. (whether or b) The Company may elect, in its sole discretion, to cause any Subsidiary that is not due and payable) otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall forthwith become due and payable by such Guarantor for not be required to comply with the purpose of this Note Guarantee60 day period described in Section 4.15(a)(1).

Note Guarantees. Subject to this Article Ten, each Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Note and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, and premium, if any, and interest on, the The Notes will be promptly paid in full guaranteed by the Corporation and all of its Restricted Subsidiaries (other than any Subsidiary that constitutes a Receivables Entity) (such entities being, collectively, the "Guarantors"). The Guarantors will irrevocably and unconditionally guarantee on a senior secured basis the performance and punctual payment when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue premium, if any, and interest on the Notes, 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 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, such Guarantor shall be obligated to pay the same immediately. Each 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 all obligations hereunder shall be unconditional, irrespective of the validityIssuer under the Indenture and the Notes, regularity whether for payment of principal of, or enforceability of interest on the Notes Notes, expenses, indemnification or this Indentureotherwise (the "Note Guarantees" and all such obligations guaranteed by the Guarantors being referred to herein as the "Guaranteed Obligations"). The Guarantors agree to pay, in addition to the absence of any action to enforce the sameamount 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 that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever expenses (including reasonable counsel fees and covenant that this Note Guarantee shall not be discharged except expenses) incurred by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by either to the Trustee or the holders in enforcing any rights under the Note Guarantees. The Note Guarantees will be solidary (joint and several) obligations of the Guarantors. Each Note Guarantee will be limited, after giving effect to all other contingent and fixed obligations of such HolderGuarantor (including, this without limitation, any guarantees under any First Priority Lien Obligations or any refinancing or replacement thereof permitted under the Indenture), to an amount not to exceed the maximum amount that can be guaranteed by the applicable Guarantor without rendering such Note Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Each Note Guarantee will be a continuing Note Guarantee and, subject to the next succeeding paragraphs, will: • be senior secured obligations of the Guarantor issuing such Note Guarantee; • be secured by a first-priority Lien on the portion of the Collateral owned by the applicable Guarantor, subject to Permitted Liens; • be structurally subordinated to all existing and future Indebtedness of any Unrestricted Subsidiaries; • be effectively subordinated to First Priority Lien Obligations secured by Permitted Liens, to the extent theretofore dischargedof the value of the assets of that Guarantor subject to those Permitted Liens; • be senior in right of payment to any future Subordinated Indebtedness of that Guarantor, shall be reinstated if any; • remain in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby effect until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Holders Guaranteed Obligations; • be binding upon the Guarantors and their successors; and • inure to the benefit of and be enforceable by the Trustee, the holders and their successors, transferees and assigns. As of the date of the Indenture, Mediative G.P. Inc. and Mediative Performance L.P. will not guarantee the Notes. In addition, any future Subsidiaries of the Corporation that are not Wholly-Owned Subsidiaries will not guarantee the Notes, unless such Subsidiaries are designated by the Corporation as "Restricted Subsidiaries" in accordance with the covenant described below under "Description of the Senior Secured Notes — Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries". In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Issuer or any Guarantor. As of the date of the Indenture, all of the Corporation's Wholly-Owned Subsidiaries will be "Restricted Subsidiaries". Any future Wholly-Owned Subsidiary of the Corporation will become a "Restricted Subsidiary" as at such time that it becomes a Wholly-Owned Subsidiary of the Corporation. In addition, under the circumstances described below under "Description of the Senior Secured Notes — Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries", the Corporation will be permitted to designate any Subsidiary that is not a Wholly- Owned Subsidiary as a "Restricted Subsidiary". Mediative G.P. Inc. and Mediative Performance L.P. will be treated as "Unrestricted Subsidiaries" from and after the date of the Indenture. In the event Mediative G.P. Inc. and Mediative Performance L.P. become Wholly-Owned Subsidiaries of the Corporation, Mediative G.P. Inc. and Mediative Performance L.P. will, at such time, become Restricted Subsidiaries. Under the circumstances described below under "Description of the Senior Secured Notes — Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries", the Corporation will be permitted to designate any Restricted Subsidiary that is not a Wholly-Owned Subsidiary as an "Unrestricted Subsidiary". The effect of designating a Subsidiary as an Unrestricted Subsidiary will be that: (x1) an Unrestricted Subsidiary will not be subject to any of the restrictive covenants in the Indenture; (2) a Restricted Subsidiary that is subsequently designated as an Unrestricted Subsidiary will be released from its Note Guarantee and the Security Documents and any of its properties that constitutes Collateral will be released from the respective Liens; and (3) the maturity assets, income, cash flow and other financial results of an Unrestricted Subsidiary will not be consolidated with those of the obligations guaranteed hereby may be accelerated as provided in Article Six Corporation and its Restricted Subsidiaries for the purposes of this calculating compliance with the restrictive covenants contained in the Indenture. A Guarantor will be released from its obligations under its Note Guarantee, notwithstanding Guarantee upon the occurrence of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyfollowing: (1) subject to compliance with the covenant described below under "Description of the Senior Secured Notes — Certain Covenants — Merger, and (y) Consolidation or Sale of All or Substantially All Assets", in the event of any declaration a sale or other disposition of acceleration all or substantially all of the assets of such obligations as provided in Article SixGuarantor, such obligations (whether by way of merger, amalgamation, arrangement, consolidation, liquidation or not due and payable) shall forthwith become due and payable by otherwise, or a sale or other disposition of the Capital Stock of such Guarantor for such that it ceases to be a Subsidiary of the purpose Corporation or a Restricted Subsidiary; (2) if such Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of this Note Guaranteethe Indenture, upon effectiveness of such designation; (3) upon payment in full in cash of the principal of, and interest and premium, if any, on, the Notes; or (4) upon the Issuer's obligations under the Indenture being discharged in accordance with the terms of the Indenture.

Note Guarantees. Subject to this Article Ten, each (a) Each Guarantor hereby, hereby jointly and severally, fully unconditionally and unconditionally irrevocably guarantees the Notes and obligations of the 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, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereundersuch Holder, that: : (ai) the principal of, of and premium, if any, any and interest on, on the Notes will shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, call for redemption or otherwiseotherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), and together with interest on the overdue premiumprincipal, if any, and interest on any overdue interest, to the Notes, if any, if extent lawful, and all other obligations of the Company Issuer to the Holders Holders, the Trustee or the Trustee Collateral Agent hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and thereof and (bii) in the case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each of any amount so guaranteed or any performance so guaranteed for whatever reason, such Guarantor the Note Guarantees shall be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each . (b) 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 that which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Guarantor hereby waives the benefits of diligence, presentment, demand of 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 CompanyCompany or any other Person, protest, notice and all demands whatsoever and covenant covenants that this the Note Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each of the 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 Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor. Each 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 Guarantor 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 Holder, the Trustee or the Trustee Collateral Agent is required by any court or otherwise to return to the CompanyIssuer or any Guarantor, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantor, any amount paid by either any of them to the Trustee Trustee, the Collateral Agent or such Holder, this the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This paragraph (d) shall not remain effective notwithstanding any contrary action which may be entitled taken by the Trustee, the Collateral Agent or any Holder in reliance upon such amount required to any right be returned. This paragraph (d) shall survive the termination of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. this Indenture. (e) Each Guarantor further agrees that, as between each Guarantor, on the Holders one hand, and the Holders, the Collateral Agent and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six VI hereof for the purposes of this the Note GuaranteeGuarantee of such 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 declaration of acceleration of such obligations as provided in Article SixVI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of this the Note GuaranteeGuarantee of such Guarantor.

Note Guarantees. (a) Subject to the provisions of this Article Ten10, each Guarantor herebyhereby fully, jointly unconditionally and severallyirrevocably guarantees, fully as primary obligor and unconditionally guarantees not merely as surety, on a joint and several basis, to each Holder of a Note the Notes and to the Trustee the due and its successors and assigns, irrespective punctual payment of the validity and enforceability principal of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, and premium, if any, ) and interest on(including, the Notes will be promptly paid in full when duecase of default, whether at maturity, by acceleration, redemption or otherwise, and interest on principal and, to the extent permitted by applicable law, on overdue premiuminterest and including any additional interest required to be paid according to the terms of the Notes), if any, and interest on the Notes, if anywhen and as the same shall become due and payable, if lawfulwhether at Stated Maturity, upon redemption, upon acceleration, upon tender for repayment at the option of any Holder or otherwise, according to the terms thereof and of this Indenture and all other obligations of the Company with respect to the Holders Notes to any Holder or the Trustee hereunder or thereunder thereunder. Each Guarantor agrees that the Guarantor Obligations will be promptly paid rank equally in full or performedright of payment with other Indebtedness of such Guarantor, all except to the extent such other Indebtedness is subordinate to the Guarantor Obligations, in accordance with which case the terms hereof obligations of the Guarantors under the Note Guarantees will rank senior in right of payment to such other Indebtedness, and thereof; andexcept 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 9.01(i) hereof, a supplement to the Note Guarantee, substantially in the form attached as Exhibit E hereto shall be executed on behalf of such Guarantor by an Officer of such Guarantor. (c) 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 absence of the endorsement of any notation of such Note Guarantee on the 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 the time the Trustee authenticates a Note, the Note Guarantee of such Note shall be valid nevertheless. (e) Each Guarantor further agrees (to the extent permitted by law) that the Guarantor 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 Guarantor Obligation. (f) Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guarantor Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guarantor 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 Guarantor 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 Guarantor 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 Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the Guarantor 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 or any other person under this Indenture, the Notes or any other agreement or otherwise; (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due ; (c) any rescission, waiver, amendment or modification of any amount so guaranteed of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder for the Guarantor Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Company; (g) any default, failure or delay, willful or otherwise, in the performance so guaranteed for whatever reason, of the Guarantor Obligations or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor shall be obligated to pay the same immediately. as a matter of law or equity. (i) Each 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 that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee herein shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated remain in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby effect until payment in full of all obligations guaranteed herebythe Guarantor Obligations or such Guarantor is released from its Note Guarantee in compliance with Section 5.01 or Section 8.01 hereof. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, or interest on any of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (j) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Company or any Guarantor whether or not a claim for postfiling or post-petition interest is allowed in such proceeding). (k) Each Guarantor further agrees that, as between such Guarantor, on the Holders one hand, and the TrusteeHolders, on the other hand, (x) the maturity of the obligations Guarantor Obligations guaranteed hereby may be accelerated as provided in Article Six this Indenture for the purposes of this its Note GuaranteeGuarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guarantor Obligations guaranteed hereby, hereby and (y) in the event of any such declaration of acceleration of such obligations as provided in Article SixGuarantor Obligations, such obligations Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose purposes of this Note Guarantee. (l) Each Guarantor also agrees to pay any and all fees, costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Section 10.01. (m) Any Guarantor may, but shall not be required to be, a Grantor in accordance with Section 11.04.