Common use of Unconditional Guarantee Clause in Contracts

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guarantees, to each Holder of an outstanding Note authenticated and delivered by the Trustee and to the Trustee and its successors: (a)(x) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediately. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) 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 Company, any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 (in each case except as required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guarantees.

Unconditional Guarantee. Subject The obligations of the Guarantors hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantors may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest on any Note or any other amount payable by the Issuer under this Indenture; or (f) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Article 10 and to the fullest extent permitted by applicable lawparagraph, each Guarantor hereby, jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guarantees, to each Holder of an outstanding Note authenticated and delivered by the Trustee and to the Trustee and its successors: (a)(x) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediately. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) 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 Company, any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge of or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 (in each case except as required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain Guarantors’ obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guaranteeshereunder.

Unconditional Guarantee. Subject to the provisions of this Article 10 11 of the Indenture, the New Guarantors shall be Subsidiary Guarantors under the terms of the Indenture and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if any), hereby unconditionally and irrevocably guarantees, guarantee to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successors: successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the Obligations of the Issuers under the Indenture or the Notes, that: (a)(xa) the due and punctual payment of the principal of, premium, interest and premiumLiquidated Damages, if any, on the Notes shall be promptly paid in full when due, whether at the maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 of, premium, interest and (to the fullest extent permitted by applicable law) overdue premiumLiquidated Damages, if any, and interest on the Notes Notes, if any, if lawful, and (z) the due and punctual payment of all other amounts due from Obligations of the Company Issuers to the Holders or the Trustee under this the Indenture and the Notes shall be promptly paid in full or the Notesperformed, all in accordance with the terms of this the Indenture and the Notes (collectively, the “Guarantee Obligations”)Notes; and and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the that same shall be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor the Subsidiary Guarantors shall be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the The New Guarantors hereby agrees agree that (to the fullest extent permitted by applicable law) its their obligations hereunder and under the Indenture 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, any release of any other Guarantorthe Indenture and the Notes, the recovery of any judgment against the CompanyIssuers, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Guarantor The New Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of waive 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 that the Guarantees shall not be discharged except by complete performance of the obligations contained in each case except as the Notes and the Indenture. If any Holder or the Trustee is required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (any court or otherwise to return to the fullest Issuers or Subsidiary Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, these Guarantees, to the extent permitted by applicable law) theretofore discharged, shall be reinstated in full force and effect. The New Guarantors agree that they shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed under the Indenture until payment in full of all obligations guaranteed under the Indenture. The New Guarantors further agree that, as between itthe Subsidiary Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain obligations the Obligations guaranteed hereby under the Indenture may be accelerated as provided in Article 6 of the Indenture for the purposes of the these Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyunder the Indenture, and (by) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereofof the Indenture, such obligations Obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Subsidiary Guarantors for the purpose of these Guarantees. The New Guarantors agree that 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 these Guarantees.

Unconditional Guarantee. Subject to the provisions of this Article 10 Eleven and to the fullest extent permitted by applicable law, each Guarantor of the Guarantors hereby, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, on a senior basis to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a)(xa) (x) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest interest, if any, on the Notes and (z) the due and punctual payment and performance of all other amounts due from obligations of the Company and all other obligations of the other Guarantors (including under the Note Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under this Indenture or the NotesSection 7.07 hereof), all in accordance with the terms of this Indenture hereof and the Notes thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the due and punctual payment and performance of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Company to the Holders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. A Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors thereunder in the same manner and to the same extent as the obligations of the Company. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) 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 Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor of the Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in each case except as required by the Notes, this Indenture)Indenture and this Note Guarantee. Each This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or governmental authority to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10Eleven, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the Guaranteesthis Note Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guaranteesthis Note Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 10, from and after the Issue Date, and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if any)Guarantors, unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding Note authenticated and delivered by the Trustee and to the Trustee and its successors: (a)(x) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company Issuers to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediately. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) 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 CompanyIssuers, any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 (in each case except as required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guarantees. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any 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.

Unconditional Guarantee. Subject (a) Notwithstanding any provision of this Article to the contrary, the provisions of this Article 10 shall be applicable only to, and inure solely to the fullest extent permitted by applicable lawbenefit of, the Notes and any Additional Notes issued in accordance with Section 2.14. (b) For value received, each Guarantor of the Guarantors hereby, jointly and severally with all other Guarantors (if any)severally, fully, unconditionally and irrevocably guarantees, absolutely Guarantees to each Holder of an outstanding Note authenticated and delivered by the Trustee Holders and to the Trustee and its successors: (a)(x) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes and all other amounts due and payable under this Indenture and the Notes by the Company, when and as the same such principal, premium, if any, and interest shall become due and payable, whether at maturitythe stated maturity or by declaration of acceleration, upon redemption, by acceleration call for redemption or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (according to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewalNotes and this Indenture, whether at maturitysubject to the limitations set forth in Section 10.03. (c) The Guarantee hereunder is intended to be a general, upon redemptionunsecured, senior obligation of each of the Guarantors and will rank pari passu in right of payment with all unsecured debt of such Guarantor that is not, by acceleration or otherwise. Failing its terms, expressly subordinated in right of payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelyGuarantee. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder are guarantees of payment and not of collection and shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Notes, the Guarantee (including the Guarantee of any other Guarantor) 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 CompanyCompany or any other Guarantor, or any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantorthe Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Notes, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.07, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor hereby waives to enforce the Guarantee without first proceeding against the Company or any other Guarantor. (d) The obligations of each of the Guarantors under this Article shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (A) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Notes or this Indenture, (B) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or either of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable bankruptcy law, or other statute or from the decision of any court, (C) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Notes or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (D) the fullest extent permitted assignment or the purported assignment of any property as security for the Notes, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (E) the extension of the time for payment by applicable lawthe Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Notes or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (F) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (G) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Notes, the Guarantee or this Indenture in any such proceeding, (H) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (I) the unenforceability of the Notes, the Guarantee or this Indenture or (J) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Guarantee) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (e) Each of the Guarantors hereby (A) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyCompany or any of the Guarantors, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever whatsoever, (in B) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each case holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (C) covenants that the Guarantee will not be discharged except as required by this Indenture)complete performance of the Guarantee. Each Guarantee is a guarantee of the Guarantors further agrees that if at any time all or any part of any payment and not of collection. Each Guarantor hereby agrees (theretofore applied by any Person to the fullest Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the extent permitted by applicable law) thatthat such payment is or must be rescinded or returned, as between it, on the one handbe deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (f) Each of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture, provided, however, that such Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided Guarantee shall have been paid in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction full or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guaranteesdischarged.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawEleven, each Guarantor of the Guarantors hereby, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, on a senior subordinated basis (such guarantees to be referred to herein as the “Guarantee”) to each Holder of an outstanding a Note (including any Additional Notes upon issuance in accordance with Section 2.18) authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a)(xa) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when and as the same shall become due and payabledue, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiuminterest, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under this Indenture Section 7.07 hereof) and all other obligations shall be promptly paid in full or the Notesperformed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the same shall be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Company to the Holders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) 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 Company, any action to enforce the same, whether or not a Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor of the Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in each case except as required by the Notes, this Indenture)Indenture and this Guarantee. Each This 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 Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10Eleven, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six hereof for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the Guaranteesnet assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Subject Each Guarantor, if any, upon the execution and delivery of a Guarantee pursuant to the provisions of this Article 10 Section 4.16, hereby unconditionally guarantees, on a senior basis and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guaranteesseverally, to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofNotes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, upon redemption, purchase pursuant to Article III or otherwise, and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, and interest on of the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at maturityStated Maturity, by acceleration, upon redemption, by acceleration purchase pursuant to Article III or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.3. Failing payment when due of any amount so guaranteed for whatever reasonEach Guarantor, each Guarantor shall be obligated to payif any, upon written demand by the Trusteeexecution and delivery of a Guarantee pursuant to Section 4.16, the same immediately. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) 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 thereof (other than a waiver of any other Guarantorall or part of the provisions of this Article X), the recovery of any judgment against the Company, any and action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor Guarantor, if any, upon the execution and delivery of a Guarantee pursuant to Section 4.16, hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Indenture)Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor, if any, upon the execution and delivery of a Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby pursuant to Section 4.16, further agrees (to the fullest extent permitted by applicable law) that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 VI for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofVI, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Guarantor for the purpose of the Guaranteesthis Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each (a) Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding Note Notes authenticated and delivered by the Trustee and to the Trustee and its successors: successors and assigns, the full and prompt performance of the Company’s obligations under the Indenture and the Notes and that: (a)(x1) the due and punctual payment principal of the principal of, (and premium, if any, on) and interest on the Notes will be promptly paid in full when and as the same shall become due and payabledue, whether at maturity, upon redemptionby acceleration, by acceleration redemption or otherwise, (y) the due and punctual payment of interest on the overdue principal at of and interest on the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumNotes, if any, to the extent lawful, and interest on the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes thereof; and (collectively, the “Guarantee Obligations”); and (b2) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionStated Maturity, by acceleration or otherwise. ; subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 10.04 hereof. (b) Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor shall the Subsidiary Guarantors will be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors Subsidiary Guarantor hereby agrees that (its obligations hereunder shall, to the fullest extent permitted by applicable law) 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, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor hereby waives (waives, to the fullest extent permitted by applicable law) the benefit of , 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 (whatsoever, and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, the Indenture and in this Subsidiary Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Indenture)Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantee is a guarantee Subsidiary Guarantor agrees it shall not be entitled to enforce any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment and not in full of collectionall obligations guaranteed hereby. Each Subsidiary Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the Guaranteesthis Subsidiary Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Subsidiary Guarantor for the purpose of the Guaranteesthis Subsidiary Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 Sixteen, in recognition of the benefits that the issuance of the Securities will confer upon the Company and to the fullest extent permitted by applicable lawGuarantors and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor herebyhereby absolutely, jointly and severally with all other Guarantors (if any)fully, unconditionally and irrevocably guarantees, jointly and severally, to each Holder of an outstanding Note authenticated any Securities and delivered by the Trustee to each Holder of any Coupons appertaining thereto and to the Trustee on behalf of each such Holder prompt payment when due, whether at Stated Maturity, by declaration of acceleration, upon redemption at the option of the Company, upon repurchase or repayment at the option of the Holder or otherwise, and its successors: (a)(x) the due and punctual payment at all times thereafter, of the principal of, of and premium, if any, and interest, if any, on, and all Additional Amounts and other amounts, if any, payable with respect to, the Securities (whether Outstanding on the date of this Indenture or issued on or after such date) and any Coupons appertaining thereto (including, without limitation, to the maximum extent permitted by law, interest on any overdue principal, premium, if any, interest, if any, or Additional Amounts or other amounts, if any, in respect of the Notes Securities) and the due and punctual payment of any sinking fund or analogous payments provided for pursuant to the terms of any of the Securities or this Indenture, and of any and all other existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, of the Company to the Holders of the Securities or any Coupons appertaining thereto arising under this Indenture or the Securities or such Coupons (collectively, the "Guaranteed Obligations"), all in accordance with the respective terms of the Securities and any Coupons appertaining thereto and this Indenture. Without limitation to the provisions of the immediately preceding sentence, if the Company shall have agreed pursuant to a registration rights agreement or other similar instrument or agreement to pay additional interest or liquidated damages or to make similar payments with respect to the Securities of any series or any Coupons appertaining thereto under the circumstances specified therein, then, unless otherwise expressly provided with respect to the Securities of such series pursuant to Section 301, each Guarantor's Guarantee of the Securities of such series and any Coupons appertaining thereto shall also be deemed to guarantee the due and punctual payment of such additional interest, liquidated damages or other similar payments, as the case may be, on the same terms and subject to the same conditions as its Guarantee of the other Guaranteed Obligations, and, in such case, the term "Guaranteed Obligations" shall be deemed to include such additional interest, liquidated damages or other similar payments. The Guarantors hereby agree, jointly and severally, to cause payment of all Guaranteed Obligations to be made punctually when and as the same shall become due and payable, whether at maturityStated Maturity, by declaration of acceleration, upon redemptionredemption at the option of the Company, by acceleration upon repurchase or repayment at the option of the Holder or otherwise. Each Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional and that, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, its Guarantees shall not be affected by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediately. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Guaranteed Obligations or this Indenture, the absence of any action to enforce the sameSecurities or Coupons appertaining thereto, any waiver this Indenture 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 instrument or agreement evidencing any judgment against the Company, any action to enforce the sameGuaranteed Obligations, or any question as to the authenticity of any of the Securities or any Coupons appertaining thereto, this Indenture or any other such instrument or agreement, or by the existence, validity, enforceability, perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a legal or equitable discharge of or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 (in each case except as required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided Guarantor under its Guarantee, other than payment in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable full by the Guarantors for the purpose of the GuaranteesCompany or any other Person.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if any), Braskem hereby unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding Note a Security authenticated and delivered by the Trustee Trustee, and to the Trustee and its successors: (a)(x) on behalf of such Holder, the due full and punctual payment of the principal of, of (and premium, if any, on) and interest on the Notes such Security when and as the same shall become due and payable, whether at maturityStated Maturity, upon redemptiondeclaration of acceleration, by acceleration redemption or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of such Security and of this Indenture and all amounts payable by the Notes Company under the Indenture (collectively, the “Guarantee ObligationsGuarantee”); and (b) in . In case of the failure of the Company punctually to make any extension of time of such payment, Braskem hereby agrees to pay or cause such payment or renewal of any Notes, to be made punctually when and as the same shall become due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewalpayable, whether at maturityStated Maturity, upon redemption, by declaration of acceleration or redemption or otherwise. Failing , and as if such payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand were made by the Trustee, the same immediatelyCompany. Each of the Guarantors hereby Braskem agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any exchange, or any release or amendment or waiver of any term of the Guarantee of all or any of the Securities, or any consent to departure from any requirement of the Guarantee of all or any of the Securities, the election by the Trustee or any of the Holders in any proceeding under any applicable Bankruptcy Law, the disallowance, under any applicable Bankruptcy Law, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities (including any interest or Additional Amounts), any waiver or consent by any the Holder of any Security or by the Notes Trustee with respect to any provisions hereof thereof or thereof, any release of any other Guarantorthis Indenture or with respect to the provisions of this Article XII as they apply to Braskem, the recovery obtaining of any judgment against the Company, Company or any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a GuarantorBraskem. Each Guarantor Braskem hereby waives (to the fullest extent permitted by applicable law) the benefit benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person, 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, protest or notice with respect to any Security or the Debt evidenced thereby and all demands whatsoever whatsoever, and covenants that the Guarantee shall not be discharged in respect of any Security except by complete performance of the obligations contained in that Security and in the Guarantee. Braskem hereby agrees that, in the event of a Default in payment of principal (or premium, if any) or interest on any Security, whether at Stated Maturity, upon declaration of acceleration, redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of that Security, subject to the terms and conditions set forth in each case except as required by this Indenture), directly against Braskem to enforce the Guarantee without first proceeding against the Company. Each Braskem agrees 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 Stated Maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, to pay to the Trustee for the account of the Holders, upon demand thereof, 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. Braskem hereby waives any benefits to which it is entitled under Articles 333, 827, 828, 834, 835, 838 and 839 of the Brazilian Civil Code, and Article 595 of the Brazilian Code of Civil Procedure. The Guarantee is 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 guarantee receiver or trustee be appointed for all or any significant part of payment the Company’s assets, and not of collection. Each Guarantor hereby agrees (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 is, pursuant to applicable law) that, as between itrescinded or reduced in amount, or must otherwise be restored or returned by an obligee on the one handSecurities whether as a “voidable preference,” “fraudulent transfer,” or otherwise, and all as though such payment or performance has not been made. In the Holders of Notes and the Trusteeevent that any payment, on the other handor any part thereof, (a) subject to this Article 10is rescinded, reduced, restored or returned, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the GuaranteesSecurities shall, notwithstanding (to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, restored or returned. Rights of Holders to payment in full under the Securities pursuant to the Guarantee shall be equal in right of payment with all other existing and future senior unsecured obligations of Braskem, subject to certain statutory preferences under applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) senior in the event right of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (payment to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the GuaranteesBraskem’s subordinated debt.

Unconditional Guarantee. Subject to the provisions of this Article 10 11 of the Indenture, the New Guarantor shall be a Subsidiary Guarantor under the terms of the Indenture and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all the other Guarantors (if any)Subsidiary Guarantors, unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the Obligations of the Issuers under the Indenture or the Notes, that: (a)(xa) the due and punctual payment of the principal of, premium, interest and premiumLiquidated Damages, if any, on the Notes shall be promptly paid in full when due, whether at the maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 of, premium, interest and (to the fullest extent permitted by applicable law) overdue premiumLiquidated Damages, if any, and interest on the Notes Notes, if any, if lawful, and (z) the due and punctual payment of all other amounts due from Obligations of the Company Issuers to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”)Notes; and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the that same shall be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor the Subsidiary Guarantors shall be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors The New Guarantor hereby agrees that (to the fullest extent permitted by applicable law) , its obligations hereunder under the Indenture 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, any release of any other Guarantorthe Indenture and the Notes, the recovery of any judgment against the CompanyIssuers, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Guarantor hereby waives (to To the fullest extent permitted by applicable law) , the benefit of New 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 covenants that the Guarantees shall not be discharged except by complete performance of the obligations contained in each case except as the Notes and the Indenture. If any Holder or the Trustee is required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (any court or otherwise to return to the fullest Issuers or Subsidiary Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, these Guarantees, to the extent permitted theretofore discharged, shall be reinstated in full force and effect. The New Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed under the Indenture until payment in full of all Obligations guaranteed by applicable law) the Indenture. The New Guarantor further agrees that, as between itthe Subsidiary Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain obligations the Obligations guaranteed hereby by the Indenture may be accelerated as provided in Article 6 of the Indenture for the purposes of the these Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed herebyby the Indenture, and (by) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereofof the Indenture, such obligations Obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Subsidiary Guarantors for the purpose of these Guarantees. The New Guarantor agrees that 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 these Guarantees.

Unconditional Guarantee. Subject to the provisions of this Article 10 Eleven and to the fullest extent permitted by applicable law, each Guarantor of the Guarantors hereby, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, on a senior unsecured basis to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a)(xa) (x) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest interest, if any, on the Notes and (z) the due and punctual payment and performance of all other amounts due from obligations of the Company and all other obligations of the other Guarantors (including under the Note Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under this Indenture or the NotesSection 7.07 hereof), all in accordance with the terms of this Indenture hereof and the Notes thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the due and punctual payment and performance of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Company to the Holders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. A Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors thereunder in the same manner and to the same extent as the obligations of the Company. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) 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 Company, any action to enforce the same, whether or not a notation concerning its Note Guarantee is made on any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor of the Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in each case except as required by the Notes, this Indenture)Indenture and this Note Guarantee. Each This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or governmental authority to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10Eleven, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the Guaranteesthis Note Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guaranteesthis Note Guarantee.

Unconditional Guarantee. Subject (a) Notwithstanding any provision of this Article 7 to the contrary, the provisions of this Article 10 and 7 shall be applicable only if the Issuer is required to the fullest extent permitted by applicable lawcause one of its Subsidiaries to deliver a supplemental indenture pursuant to Section 5.11. (b) For value received, each Guarantor herebyshall, jointly and severally with all other Guarantors (if any)severally, fully, unconditionally and irrevocably guarantees, absolutely guarantee to each Holder of an outstanding Note authenticated and delivered by the Trustee Holders and to the Trustee and its successors: (a)(x) the due and punctual payment of the principal of, and premium, if any, of and interest on the Notes and all other amounts due and payable under the Indenture and the Notes by the Issuer, when and as the same such principal and interest shall become due and payable, whether at maturityon the Maturity Date or by declaration of acceleration, upon redemption, by acceleration call for redemption or otherwise, (y) according to the due terms of such Notes and punctual payment of interest on the overdue principal at Indenture, subject to the rate per annum limitations set forth in the last paragraph of Section 4.01 and 8.02. (to the fullest extent permitted by applicable lawc) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the Guarantee, for whatever reason, each Guarantor shall of the Guarantors will be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations Obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Notes, the Guarantee (including the Guarantee of any other Guarantor) 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, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer or any other Guarantor, or any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantorany of the Guarantors. Each Guarantor hereby waives (agrees that, in the event of a default in payment of the principal of or interest on the Notes entitled to the fullest extent permitted Guarantee of such Guarantor, whether on the Maturity Date or by applicable lawdeclaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Issuer or any other Guarantor. (d) the benefit of Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyIssuer or any of the Guarantors, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and (in ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its Obligations hereunder shall extend to each case except as required by this Indenture). Each holder of any agreement, instrument or document evidencing the Guarantee is a guarantee of payment and not of collectionwithout notice to it. Each Guarantor hereby further agrees (that, if at any time all or any part of any payment theretofore applied by any person to the fullest Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Issuer or any of the Guarantors, the Guarantee shall, to the extent permitted by applicable law) thatthat such payment is or must be rescinded or returned, as between it, on the one handbe deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) Each Guarantor shall be subrogated to all rights of the Holders of Notes and the Trustee, on Trustee against the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration Issuer in respect of any amounts paid by such Guarantor pursuant to the obligations guaranteed herebyprovisions of the Indenture and the Guarantee; provided, and (b) in however, that such Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the event of any acceleration Notes entitled to the Guarantee of such obligations as provided Guarantor and the Guarantee shall have been paid in Article 6 hereof, such obligations (whether full or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guaranteesdischarged.

Unconditional Guarantee. Subject (a) Notwithstanding any provision of this Article XII to the contrary, the provisions of this Article 10 XII shall be applicable only to, and inure solely to the fullest extent permitted benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits of the Guarantee of each Guarantor identified in such designation and that has executed a supplemental indenture or an Officer’s Certificate with respect to such Series. (b) For value received, by applicable lawexecution of this Indenture, each Guarantor hereby, hereby jointly and severally with all other Guarantors (if any)severally, fully, unconditionally and irrevocably guarantees, absolutely guarantees (the “Guarantee”) to each Holder of an outstanding Note authenticated and delivered by the Trustee Holders and to the Trustee and its successors: (a)(x) the due and punctual payment of the principal of, and premium, if any, and interest on each Series of Securities for which such Guarantor has executed a supplemental indenture or an Officer’s Certificate with respect to such Series and all other amounts due and payable under this Indenture and the Notes Securities of such Series by the Company, when and as the same such principal, premium, if any, interest, and such other amounts as shall become due and payable, whether at maturitythe Stated Maturity or by declaration of acceleration, upon redemption, by acceleration call for redemption or otherwise, (y) according to the due terms of such Securities and punctual payment of interest on this Indenture, subject to the overdue principal at the rate per annum limitations set forth in the last paragraph of Section 4.01 and 12.2. (to the fullest extent permitted by applicable lawc) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the Guarantee, for whatever reason, each Guarantor shall of the Guarantors will be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Securities, the Guarantee (including the Guarantee of any other Guarantor) or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyCompany or any other Guarantor, or any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantorany of the Guarantors. Each Guarantor hereby waives (agrees that in the event of a default in payment of the principal of or interest on the Securities entitled to the fullest extent permitted Guarantee of such Guarantor, whether at the Stated Maturity or by applicable lawdeclaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. (d) the benefit of Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyCompany or any of the Guarantors, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and (in ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each case except as required by this Indenture). Each holder of any agreement, instrument or document evidencing the Guarantee is a guarantee of payment and not of collectionwithout notice to it. Each Guarantor hereby further agrees (that if at any time all or any part of any payment theretofore applied by any person to the fullest Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the extent permitted by applicable law) thatthat such payment is or must be rescinded or returned, as between it, on the one handbe deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) Each Guarantor shall be subrogated to all rights of the Holders of Notes and the Trustee, on Trustee against the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration Company in respect of any amounts paid by such Guarantor pursuant to the obligations guaranteed herebyprovisions of this Indenture; provided, and (b) in however, that such Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the event of any acceleration Securities entitled to the Guarantee of such obligations as provided Guarantor and the Guarantee shall have been paid in Article 6 hereof, such obligations (whether full or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guaranteesdischarged.

Unconditional Guarantee. Subject Each Guarantor hereby unconditionally guarantees (such guarantee to the provisions of this Article 10 and to the fullest extent permitted by applicable lawbe referred herein as a “Guarantee”), each Guarantor hereby, on a senior unsecured basis jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guaranteesseverally, to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofNotes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, and interest on of the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed for whatever reasonclauses (i) and (ii) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 13.3. Each of the Guarantors Guarantor hereby agrees that (to the fullest extent permitted by applicable law) 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 Company, any and action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Indenture). Each Guarantee is a guarantee of payment Guarantee, to the extent theretofore discharged, shall be reinstated in full force and not of collectioneffect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, hand (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 V for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofV, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Guarantor for the purpose purposes of the Guaranteesthis Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawTen, each Guarantor of the Guarantors hereby, jointly and severally with all other Guarantors (if any)severally, fully, unconditionally and irrevocably guarantees, on a senior basis to each Holder of an outstanding Note a Security authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Issuer or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a)(xa) (x) the due and punctual payment of the principal of, premium and premiumAdditional Amounts, if any, and interest on the Notes Securities when and as the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiuminterest, if any, and interest on the Notes Securities and (z) the due and punctual payment and performance of all other amounts due from obligations of the Company Issuer and all other obligations of the other Guarantors, including under the Guarantees and the Security Documents, in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under this Indenture or the NotesSection 7.07 hereof), all in accordance with the terms of this Indenture hereof and the Notes thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any NotesSecurities or any of such other obligations, the due and punctual payment and performance of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors thereunder in the same manner and to the same extent as the obligations of the Issuer. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities 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, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor of the Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in each case except as required by the Securities, this Indenture)Indenture and the Guarantee. Each The 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 Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article 10Ten, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the GuaranteesGuarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the GuaranteesGuarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to Two, the fullest extent permitted by applicable law, each New Guarantor hereby, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, on a senior basis (such guarantee to be referred to herein as a "GUARANTEE") to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer or any other Guarantor to the Holders or the Trustee thereunder, that: (a)(xa) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when and as the same shall become due and payabledue, whether at maturity, upon redemption▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiuminterest, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company Issuer or the New Guarantor to the Holders or the Trustee thereunder or under this the Indenture (including amounts due to the Trustee under Article 7.07 of the Indenture) and all other obligations shall be promptly paid in full or the Notesperformed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the same shall be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Issuer to the Holders under the Indenture or under the Notes, for whatever reason, each the New Guarantor shall be obligated obliged to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. Each An Event of Default under the Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors New Guarantor hereunder in the same manner and to the same extent as the obligations of the Issuer. The New Guarantor hereby agrees that (to the fullest extent permitted by applicable law) 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 thereofof the Notes or the Indenture, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a the New Guarantor. Each Guarantor hereby waives (to To the fullest extent permitted by applicable law) , the New Guarantor hereby waives the benefit of 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 covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in each case except as required by the Notes, the Indenture and this Indenture)Guarantee. Each The Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (If any Holder or the Trustee is required by any court or otherwise to return to the fullest Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or the New Guarantor, any amount paid by the Issuer or any Guarantor to the Trustee or such Holder, the Guarantee, to the extent permitted by applicable law) theretofore discharged, shall be reinstated in full force and effect. The New Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10Two, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six of the Indenture for the purposes of the GuaranteesGuarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 hereofSix of the Indenture, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors New Guarantor for the purpose of this Guarantee. If the GuaranteesNew Guarantor makes a payment or distribution under its Guarantee, it shall be entitled to a contribution from each other Guarantor in an amount pro rata based on the net assets of each Guarantor determined in accordance with GAAP.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawFourteen, each Guarantor hereby, jointly and severally with all other of the Initial Guarantors (if any)hereby fully, unconditionally and irrevocably guarantees, and each Subsidiary required to execute a supplemental indenture as a Subsequent Guarantor pursuant to Section 1008 will be deemed to fully, unconditionally and irrevocably guarantee, to each Holder of an outstanding Note authenticated and delivered by the Trustee and to the Trustee and its successors: (a)(x) on behalf of the Holders, the due and punctual payment of the principal of, and premium, if any, and interest on, and Additional Amounts and other amounts payable with respect to, each Security, the due and punctual payment of interest on the Notes overdue principal of, and premium, if any, and interest on, and Additional Amounts and other amounts payable with respect to, the Securities, to the extent lawful, and the due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee, all in accordance with the terms of such Securities and this Indenture, when and as the same shall become due and payable, whether at maturityStated Maturity, by declaration of acceleration, upon redemption, by acceleration repurchase or repayment or otherwise. In case of the failure of the Issuer punctually to pay any such principal, (y) premium, interest, Additional Amounts or other payment, each Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewalpayable, whether at maturityStated Maturity, by declaration of acceleration, upon redemption, by acceleration repurchase or repayment or otherwise. Failing , and as if such payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand were made by the Trustee, the same immediatelyIssuer. Each of the Guarantors Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be as principal and not merely as surety, and shall be absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any Security or this Indenture, the absence of any action failure to enforce the sameprovisions of any Security or this Indenture, or any waiver waiver, modification, consent or consent indulgence granted with respect thereto by any the Holder of such Security or the Notes with respect to any provisions hereof or thereof, any release of any other GuarantorTrustee, the recovery of any judgment against the Company, Issuer or any action to enforce the same, or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protestthe benefit of discussion, protest or notice with respect to any such Security or the debt evidenced thereby and all demands whatsoever whatsoever, and covenants that no Guarantee will be discharged as to any such Security except by payment in full of all amounts due in respect of such Security and by the complete performance of all other obligations contained in such Security and this Indenture. The maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes of this Article Fourteen. In the event of any declaration of acceleration of such obligations as provided in Article Five, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Article Fourteen. 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 the Securities under each Guarantee provided for in each case except as this Article Fourteen. If the Trustee or the Holder of any Security is required by this Indenture). Each Guarantee is any court or otherwise to return to the Issuer or any Guarantor, or any custodian, receiver, liquidator, trustee, sequestrator or other similar official acting in relation to the Issuer or any Guarantor, any amount paid to the Trustee or such Holder in respect of a guarantee of payment Security, any Guarantee, to the extent theretofore discharged, shall be reinstated in full force and not of collectioneffect. Each Guarantor hereby agrees (further agrees, to the fullest extent permitted by applicable law) that it may lawfully do so, that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Five hereof for the purposes of the Guaranteeseach Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition issued or imposed under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby. A Guarantor shall be subrogated to all rights of the Holder of any Security against the Issuer in respect of any amounts paid to the Trustee or such Holder by such Guarantor pursuant to the provisions of its Guarantee; provided, however, that no Guarantor shall be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, and (b) premium, if any, and interest on, and any Additional Amounts and other amounts payable with respect to, all Securities shall have been paid in full and all other obligations contained in the event Securities and this Indenture shall have been performed. If any amount shall be paid to any Guarantor in violation of the preceding sentence and all amounts payable in respect of the Securities shall not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of the Holders to be credited and applied upon such amounts. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Securities pursuant to this Indenture. Anything to the contrary in this Indenture notwithstanding, each Guarantee shall be, and hereby is, limited to the maximum amount that can be guaranteed by the applicable Guarantor without rendering such Guarantee, as it relates to such Guarantor, voidable under any acceleration applicable law relating to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally. Each Guarantee set forth in this Section 1401 shall not be valid and obligatory for any purpose with respect to a Security until the certificate of authentication of such obligations as provided in Article 6 hereof, such obligations (whether Security shall have been signed by or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose on behalf of the GuaranteesTrustee. Each Guarantee is a guarantee of payment and not of collection.

Unconditional Guarantee. Subject to Each Subsidiary Guarantor, if any, hereby unconditionally guarantees in accordance with the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guaranteesSection 4.11, to each Holder of an outstanding Note a Security authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofSecurities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, and interest on of the Notes and (z) the due and punctual payment of all other amounts due from the Company Securities to the Holders or the Trustee under this Indenture will be promptly paid in full or the Notesperformed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesSecurities, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed for whatever reasonclauses (i) and (ii) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 10.03. Each of the Guarantors Subsidiary Guarantor, if any, hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuers, any and action to enforce the same, same or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor Subsidiary Guarantor, if any, hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Securities, this Indenture and in its Subsidiary Guarantee. If any Securityholder or the Trustee is required by this Indenture)any court or otherwise to return to the Issuers, any Subsidiary Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers or any such Subsidiary Guarantor, any amount paid by the Issuers or any such Subsidiary Guarantor to the Trustee or such Securityholder, each Subsidiary Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantee is a guarantee of payment and not of collection. Each Subsidiary Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between itit and all other Subsidiary Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 VI for the purposes of the Guarantees, a Subsidiary Guarantee notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofVI, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Subsidiary Guarantors for the purpose of the Subsidiary Guarantees.

Unconditional Guarantee. Subject to the provisions of this Article 10 11 of the Indenture, the New Guarantors shall be Subsidiary Guarantors under the terms of the Indenture and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if any), hereby unconditionally and irrevocably guarantees, guarantee to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successors: successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the Obligations of the Issuers under the Indenture or the Notes, that: (a)(xa) the due and punctual payment of the principal of, premium, interest and premiumLiquidated Damages, if any, on the Notes shall be promptly paid in full when due, whether at the maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 of, premium, interest and (to the fullest extent permitted by applicable law) overdue premiumLiquidated Damages, if any, and interest on the Notes Notes, if any, if lawful, and (z) the due and punctual payment of all other amounts due from Obligations of the Company Issuers to the Holders or the Trustee under this the Indenture and the Notes shall be promptly paid in full or the Notesperformed, all in accordance with the terms of this the Indenture and the Notes (collectively, the “Guarantee Obligations”)Notes; and and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the that same shall be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor the Subsidiary Guarantors shall be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the The New Guarantors hereby agrees agree that (to the fullest extent permitted by applicable law) its their obligations hereunder and under the Indenture 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, any release of any other Guarantorthe Indenture and the Notes, the recovery of any judgment against the CompanyIssuers, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Guarantor The New Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of waive 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 that the Guarantees shall not be discharged except by complete performance of the obligations contained in each case except as the Notes and the Indenture. If any Holder or the Trustee is required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (any court or otherwise to return to the fullest Issuers or Subsidiary Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, these Guarantees, to the extent permitted by applicable law) theretofore discharged, shall be reinstated in full force and effect. The New Guarantors agree that they shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed under the Indenture until payment in full of all obligations guaranteed under the Indenture. The New Guarantors further agree that, as between itthe Subsidiary Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guarantees.,

Unconditional Guarantee. Subject Each Guarantor hereby unconditionally guarantees (such guarantee to the provisions of this Article 10 and be referred to the fullest extent permitted by applicable lawherein as a “Guarantee”), each Guarantor hereby, on a senior unsecured basis jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guaranteesseverally, to each Holder of an outstanding Note a Security authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, the Securities or the obligations of the Company hereunder or thereunder, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofSecurities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, of the Securities and interest on the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesSecurities or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed for whatever reasonclauses (i) and (ii) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 1503. Each of the Guarantors Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any and action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Securities, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Indenture). Each Guarantee is a guarantee of payment Guarantee, to the extent theretofore discharged, shall be reinstated in full force and not of collectioneffect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Five for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofFive, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Guarantor for the purpose of the Guaranteesthis Guarantee.

Unconditional Guarantee. Subject (1) Notwithstanding any provision of this Article Thirteen to the contrary, the provisions of this Article 10 Thirteen shall be applicable only to, and inure solely to the fullest extent permitted by applicable lawbenefit of, each the Securities of any Series designated, pursuant to Section 2.02(15), as entitled to the benefits of a Guarantee identified in such designation and that has executed a Notation of Guarantee with respect to such Series. (2) For value received, the Guarantor hereby, hereby jointly and severally with all other Guarantors (if any)severally, fully, unconditionally and irrevocably guaranteesabsolutely guarantees (for purpose of any Series of Securities to which this Article Thirteen applies, the "Guarantee") to each Holder of an outstanding Note authenticated and delivered by the Trustee Holders and to the Trustee and its successors: (a)(x) on behalf of the Holders the due and punctual payment of the principal of, and premium, if any, of and interest on each Series of Securities for which the Notes Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities of such Series by the Company, when and as the same such principal and interest and other amounts shall become due and payable, whether at maturitythe Stated Maturity or by declaration of acceleration, upon redemption, by acceleration call for redemption or otherwise, (y) according to the due terms of such Securities and punctual payment of interest on this Indenture, subject to the overdue principal at the rate per annum limitations set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium13.03, if any, and interest on the Notes and applicable. (z3) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to a Guarantee, for whatever reason, each the Guarantor shall will be obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors The Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, Company or any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a the Guarantor. Each The Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Securities entitled to a Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.07, by the Holders, on the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce such Guarantee without first proceeding against the Company. (4) The Guarantor hereby (i) waives (to the fullest extent permitted by applicable law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and (in ii) acknowledges that any agreement, instrument or document evidencing a Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each case except as required holder of any agreement, instrument or document evidencing a Guarantee without notice to it. The Guarantor further agrees that if at any time all or any part of any payment theretofore applied by this Indenture). Each any person to any Guarantee is a guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of payment and not of collection. Each Guarantor hereby agrees (the Company, such Guarantee shall, to the fullest extent permitted by applicable law) thatthat such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as between itthe case may be, on as though such application had not been made. (5) The Guarantor shall be subrogated to all rights of the one hand, Holders and the Holders of Notes and Trustee against the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration Company in respect of any amounts paid by the obligations guaranteed herebyGuarantor pursuant to the provisions of this Indenture; provided, and (b) in however, that the event of Guarantor shall not be entitled to enforce or to receive any acceleration of such obligations as provided in Article 6 hereofpayments arising out of, or based upon, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose right of subrogation until all of the GuaranteesSecurities entitled to a Guarantee and such Guarantee shall have been paid in full or discharged.

Unconditional Guarantee. Subject to the provisions of this Article 10 11 of the Indenture, the New Guarantor shall be a Subsidiary Guarantor under the terms of the Indenture and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all the other Guarantors (if any)Subsidiary Guarantors, unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the Obligations of the Issuers under the Indenture or the Notes, that: (a)(xa) the due and punctual payment of the principal of, premium, interest and premiumLiquidated Damages, if any, on the Notes shall be promptly paid in full when due, whether at the maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 of, premium, interest and (to the fullest extent permitted by applicable law) overdue premiumLiquidated Damages, if any, and interest on the Notes Notes, if any, if lawful, and (z) the due and punctual payment of all other amounts due from Obligations of the Company Issuers to the Holders or the Trustee under this the Indenture and the Notes shall be promptly paid in full or the Notesperformed, all in accordance with the terms of this the Indenture and the Notes (collectively, the “Guarantee Obligations”)Notes; and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the that same shall be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor the Subsidiary Guarantors shall be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors The New Guarantor hereby agrees that (to the fullest extent permitted by applicable law) , its obligations hereunder under the Indenture 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, any release of any other Guarantorthe Indenture and the Notes, the recovery of any judgment against the CompanyIssuers, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Guarantor hereby waives (to To the fullest extent permitted by applicable law) , the benefit of New 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 covenants that the Guarantees shall not be discharged except by complete performance of the obligations contained in each case except as the Notes and the Indenture. If any Holder or the Trustee is required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (any court or otherwise to return to the fullest Issuers or Subsidiary Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, these Guarantees, to the extent permitted theretofore discharged, shall be reinstated in full force and effect. The New Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed by applicable law) the Indenture until payment in full of all Obligations guaranteed by the Indenture. The New Guarantor further agrees that, as between itthe Subsidiary Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain obligations the Obligations guaranteed hereby by the Indenture may be accelerated as provided in Article 6 of the Indenture for the purposes of the these Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed herebyby the Indenture, and (by) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereofof the Indenture, such obligations Obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Subsidiary Guarantors for the purpose of these Guarantees. The New Guarantor agrees that 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 these Guarantees.

Unconditional Guarantee. Subject (a) Notwithstanding any provision of this Article XII to the contrary, the provisions of this Article 10 XII shall be applicable only to, and inure solely to the fullest extent permitted by applicable lawbenefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. (b) For value received, each Guarantor hereby, hereby jointly and severally with all other Guarantors (if any)severally, fully, unconditionally and irrevocably guarantees, absolutely guarantees (the “Guarantee”) to each Holder of an outstanding Note authenticated and delivered by the Trustee Holders and to the Trustee and its successors: (a)(x) the due and punctual payment of the principal of, and premium, if any, and interest on each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Notes Securities of such Series by the Company, when and as the same such principal, premium, if any, interest, and such other amounts as shall become due and payable, whether at maturitythe Stated Maturity or by declaration of acceleration, upon redemption, by acceleration call for redemption or otherwise, (y) according to the due terms of such Securities and punctual payment of interest on this Indenture, subject to the overdue principal at the rate per annum limitations set forth in the last paragraph of Section 4.01 and 12.3. (to the fullest extent permitted by applicable lawc) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the Guarantee, for whatever reason, each Guarantor shall of the Guarantors will be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Securities, the Guarantee (including the Guarantee of any other Guarantor) or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyCompany or any other Guarantor, or any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantorany of the Guarantors. Each Guarantor hereby waives (agrees that in the event of a default in payment of the principal of or interest on the Securities entitled to the fullest extent permitted Guarantee of such Guarantor, whether at the Stated Maturity or by applicable lawdeclaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. (d) the benefit of Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyCompany or any of the Guarantors, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and (in ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each case except as required by this Indenture). Each holder of any agreement, instrument or document evidencing the Guarantee is a guarantee of payment and not of collectionwithout notice to it. Each Guarantor hereby further agrees (that if at any time all or any part of any payment theretofore applied by any person to the fullest Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the extent permitted by applicable law) thatthat such payment is or must be rescinded or returned, as between it, on the one handbe deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) Each Guarantor shall be subrogated to all rights of the Holders of Notes and the Trustee, on Trustee against the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration Company in respect of any amounts paid by such Guarantor pursuant to the obligations guaranteed herebyprovisions of this Indenture; provided, and (b) in however, that such Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the event of any acceleration Securities entitled to the Guarantee of such obligations as provided Guarantor and the Guarantee shall have been paid in Article 6 hereof, such obligations (whether full or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guaranteesdischarged.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally severally, guarantees (each such guarantee being referred to herein as this “Subsidiary Guarantee,” with all other Guarantors (if any), unconditionally and irrevocably guarantees, such guarantees being referred to herein as the “Subsidiary Guarantees”) to each Holder of an outstanding Note Notes authenticated and delivered by the Trustee and to the Trustee and its successors: successors and assigns, the full and prompt performance of the Company’s obligations under the Indenture and the Notes and that: (a)(xa) the due and punctual payment principal of the principal of, (and premium, if any, on) and interest on the Notes will be promptly paid in full when and as the same shall become due and payabledue, whether at maturity, upon redemptionby acceleration, by acceleration redemption or otherwise, (y) the due and punctual payment of interest on the overdue principal at of and interest on the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumNotes, if any, to the extent lawful, and interest on the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and and (b) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionStated Maturity, by acceleration or otherwise; subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 12.4 hereof. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor shall the Subsidiary Guarantors will be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors Subsidiary Guarantor hereby agrees that (its obligations hereunder shall, to the fullest extent permitted by applicable law) 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, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor hereby waives (waives, to the fullest extent permitted by applicable law) the benefit of , 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 (whatsoever, and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, the Indenture and in this Subsidiary Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Indenture)Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantee is a guarantee Subsidiary Guarantor agrees it shall not be entitled to enforce any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment and not in full of collectionall obligations guaranteed hereby. Each Subsidiary Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 V hereof for the purposes of the Guaranteesthis Subsidiary Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 V hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Subsidiary Guarantor for the purpose of the Guaranteesthis Subsidiary Guarantee.

Unconditional Guarantee. Subject to (a) For value received, the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if any)hereby fully, unconditionally and irrevocably guarantees, absolutely guarantees (the “Guarantee”) to each Holder of an outstanding Note authenticated and delivered by the Trustee Holders and to the Trustee and its successors: (a)(x) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes and all other amounts due and payable under this Indenture and the Notes by the Issuer, when and as the same such principal, premium, if any, and interest shall become due and payable, whether at maturitythe stated maturity or by declaration of acceleration, upon redemption, by acceleration call for redemption or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (according to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewalNotes and this Indenture, whether at maturity, upon redemption, by acceleration or otherwise. subject to the limitations set forth in Section 12.3. (b) Failing payment when due of any amount so guaranteed pursuant to the Guarantee, for whatever reason, each the Guarantor shall will be obligated to pay, upon written demand by the Trustee, pay the same immediately. Each The Guarantee hereunder is intended to be a general, unsecured, senior obligation of the Guarantors Guarantor and will rank pari passu in right of payment with all Indebtedness of the Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee. The Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Notes, the 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, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, the Guarantor, or any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a the Guarantor. Each The Guarantor hereby waives agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Notes, whether at the stated maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 4.6, by the Holders, on the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce the Guarantee without first proceeding against the Partnership. (c) The obligations of the Guarantor under this Article Twelve shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (A) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Issuer, the Guarantor contained in the Notes or this Indenture, (B) any impairment, modification, release or limitation of the liability of the Issuer, the Guarantor, or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (C) the assertion or exercise by the Issuer, the Guarantor, or the Trustee of any rights or remedies under the Notes or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (D) the fullest extent permitted assignment or the purported assignment of any property as security for the Notes, including all or any part of the rights of the Issuer or the Guarantor under this Indenture, (E) the extension of the time for payment by applicable lawthe Issuer, the Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Notes or this Indenture or of the time for performance by the Issuer or the Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (F) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Issuer or the Guarantor set forth in this Indenture, (G) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Issuer or the Guarantor or any of their respective assets, or the disaffirmance of the Notes, the Guarantee or this Indenture in any such proceeding, (H) the release or discharge of the Issuer or the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (I) the unenforceability of the Notes, the Guarantee or this Indenture or (J) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Guarantee) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (d) The Guarantor hereby (A) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against Issuer or the Company, protest, notice Guarantor and all demands whatsoever whatsoever, (in B) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each case holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (C) covenants that the Guarantee will not be discharged except as required by this Indenture)complete performance of the Guarantee. Each Guarantee is a guarantee The Guarantor further agrees that if at any time all or any part of any payment and not of collection. Each Guarantor hereby agrees (theretofore applied by any Person to the fullest Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor the Guarantee shall, to the extent permitted by applicable law) thatthat such payment is or must be rescinded or returned, as between it, on the one handbe deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Issuer in respect of any amounts paid by the Guarantor pursuant to the provisions of this Indenture, provided, however, that the Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided Guarantee shall have been paid in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction full or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guaranteesdischarged.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawEleven, each Guarantor of the Guarantors hereby, jointly and severally with all other Guarantors (if any)severally, unconditionally uncondi- tionally and irrevocably guarantees, on a senior subordinated basis (such guarantees to be referred to herein as the "Guarantee") to each Holder of an outstanding a Note (including any Additional Notes upon issuance in accordance with Section 2.18) authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a)(xa) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when and as the same shall become due and payabledue, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiuminterest, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under this Indenture Section 7.07 hereof) and all other obligations shall be promptly paid in full or the Notesperformed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the same shall be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Company to the Holders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) 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 Company, any action to enforce the same, whether or not a Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor of the Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in each case except as required by the Notes, this Indenture)Indenture and this Guarantee. Each This 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 Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10Eleven, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six hereof for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the Guaranteesnet assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Subject to Each Subsidiary Guarantor, if any, hereby unconditionally guarantees in accordance with the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guaranteesSection 4.18, to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofNotes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and premiuminterest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Notes when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture will be promptly paid in full or the Notesperformed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any Notes, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed for whatever reasonclauses (i) and (ii) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 10.03. Each of the Guarantors Subsidiary Guarantor, if any, hereby agrees that (to the fullest extent permitted by applicable law) 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 Company, any and action to enforce the same, same or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor Subsidiary Guarantor, if any, hereby waives (to the fullest extent permitted by applicable law) 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 covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Indenture and in its Subsidiary Guarantee. If any Noteholder or the Trustee is required by this Indenture)any court or otherwise to return to the Company, any Subsidiary Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any such Subsidiary Guarantor, any amount paid by the Company or any such Subsidiary Guarantor to the Trustee or such Noteholder, each Subsidiary Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantee is a guarantee of payment and not of collection. Each Subsidiary Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between itit and all other Subsidiary Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the Guarantees, a Subsidiary Guarantee notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofSix, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Subsidiary Guarantors for the purpose of the Subsidiary Guarantees.

Unconditional Guarantee. Subject Each Guarantor hereby unconditionally guarantees (such guarantee to the provisions of this Article 10 and be referred to the fullest extent permitted by applicable lawherein as a "Guarantee"), each Guarantor hereby, on a senior subordinated basis jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guaranteesseverally, to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofNotes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, and interest on of the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed for whatever reasonclauses (i) and (ii) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 1603. Each of the Guarantors Guarantor hereby agrees that (to the fullest extent permitted by applicable law) 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 Company, any and action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Indenture). Each Guarantee is a guarantee of payment Guarantee, to the extent theretofore discharged, shall be reinstated in full force and not of collectioneffect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Five for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofFive, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Guarantor for the purpose of this Guarantee. The obligations of each Guarantor to the GuaranteesHolders of the Guarantees and to the Trustee pursuant to the Guarantee of such Guarantor and this Indenture are expressly subordinate and subject in right of payment to the prior payment in full in cash or Cash Equivalents of all Guarantor Senior Debt of such Guarantor, to the extent and in the manner provided in Article Fifteen hereof.

Unconditional Guarantee. Subject The Additional Guarantor shall execute and deliver to the provisions of this Article 10 Trustee the following Guarantee, and to the fullest extent permitted by applicable law, each Guarantor hereby, shall be jointly and severally liable with all any other Guarantors Guarantor for their obligations under such Guarantee. (if any), unconditionally and irrevocably guarantees, to each Holder of an outstanding Note authenticated and delivered by the Trustee and to the Trustee and its successors: (a)(xi) the due and punctual payment of the principal of, and premium, if any, of and interest on the Notes when and as the same shall become due and payableNotes, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiuminterest, if any, and interest on the Notes Notes, to the extent lawful, and (z) the due and punctual payment performance of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms set forth in Article Six of this the Supplemental Indenture and the Notes (collectively, the “Guarantee Obligations”); and (bii) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, that the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due No past, present or future stockholder, officer, director, employee or incorporator, as such, of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediately. Each of the Guarantors hereby shall have any liability under the Guarantee by reason of such person’s status as stockholder, officer, director, employee or incorporator. Each holder of a Note by accepting a Note waives and releases all such liability. This waiver and release are part of the consideration for the issuance of the Guarantees. Each holder of a Note by accepting a Note agrees that (to the fullest extent permitted by applicable law) its obligations hereunder any Guarantor named below 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 have no further liability with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action its Guarantee if such Guarantor otherwise ceases to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 (in each case except as required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration liable in respect of its Guarantee in accordance with the obligations guaranteed hereby, and (b) in terms of the event Supplemental Indenture. The Guarantee shall not be valid or obligatory for any purpose until the certificate of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) authentication on the Securities upon which the Guarantee is noted shall (to the extent permitted by applicable law) forthwith become due and payable have been executed by the Guarantors for Trustee under the purpose Supplemental Indenture by the manual signature of the Guaranteesone of its authorized officers.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each (a) Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding Note Notes authenticated and delivered by the Trustee and to the Trustee and its successors: successors and assigns, the full and prompt performance of the Company’s obligations under the Amended Indenture and the Notes and that: (a)(x1) the due principal of (and punctual payment of premium (including the principal of, and premiumApplicable Premium), if any, on) 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 Notes when overdue principal of and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumNotes, if any, to the extent lawful, and interest on the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes thereof; and (collectively, the “Guarantee Obligations”); and (b2) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionStated Maturity, by acceleration or otherwise. ; subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 10.04 hereof. (b) Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor shall the Subsidiary Guarantors will be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors Subsidiary Guarantor hereby agrees that (its obligations hereunder shall, to the fullest extent permitted by applicable law) its obligations hereunder shall , be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Amended 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 Company, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor hereby waives (waives, to the fullest extent permitted by applicable law) the benefit of , 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 (whatsoever, and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Amended Indenture and in this Subsidiary Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Indenture)Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantee is a guarantee Subsidiary Guarantor agrees it shall not be entitled to enforce any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment and not in full of collectionall obligations guaranteed hereby. Each Subsidiary Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the Guaranteesthis Subsidiary Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Subsidiary Guarantor for the purpose of the Guaranteesthis Subsidiary Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 Eleven and to the fullest extent permitted by applicable law, each Guarantor of the Guarantors hereby, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, on a senior basis to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a)(xa) (x) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiuminterest, if any, and interest on the Notes and (z) the due and punctual payment and performance of all other amounts due from obligations of the Company and all other obligations of the other Guarantors (including under the Note Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under this Indenture or the NotesSection 7.07 hereof), all in accordance with the terms of this Indenture hereof and the Notes thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the due and punctual payment and performance of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Company to the Holders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. A Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors thereunder in the same manner and to the same extent as the obligations of the Company. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) 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 Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor of the Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in each case except as required by the Notes, this Indenture)Indenture and this Note Guarantee. Each This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or governmental authority to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10Eleven, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the Guaranteesthis Note Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guaranteesthis Note Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 11 of the Indenture, the New Guarantor shall be a Subsidiary Guarantor under the terms of the Indenture and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all the other Guarantors (if any)Subsidiary Guarantors, unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the Obligations of the Issuers under the Indenture or the Notes, that: (a)(xa) the due and punctual payment of the principal of, premium, interest and premiumLiquidated Damages, if any, on the Notes shall be promptly paid in full when due, whether at the maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 of, premium, interest and (to the fullest extent permitted by applicable law) overdue premiumLiquidated Damages, if any, and interest on the Notes Notes, if any, if lawful, and (z) the due and punctual payment of all other amounts due from Obligations of the Company Issuers to the Holders or the Trustee under this the Indenture and the Notes shall be promptly paid in full or the Notesperformed, all in accordance with the terms of this the Indenture and the Notes (collectively, the “Guarantee Obligations”)Notes; and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the that same shall be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor the Subsidiary Guarantors shall be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors The New Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder under the Indenture 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, any release of any other Guarantorthe Indenture and the Notes, the recovery of any judgment against the CompanyIssuers, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each The New Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that the Guarantees shall not be discharged except by complete performance of the obligations contained in each case except as the Notes and the Indenture. If any Holder or the Trustee is required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (any court or otherwise to return to the fullest Issuers or Subsidiary Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, these Guarantees, to the extent permitted theretofore discharged, shall be reinstated in full force and effect. The New Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed by applicable law) the Indenture until payment in full of all obligations guaranteed by the Indenture. The New Guarantor further agrees that, as between itthe Subsidiary Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain obligations the Obligations guaranteed hereby by the Indenture may be accelerated as provided in Article 6 of the Indenture for the purposes of the these Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyby the Indenture, and (by) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereofof the Indenture, such obligations Obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Subsidiary Guarantors for the purpose of these Guarantees. The New Guarantor agrees that 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 these Guarantees.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each The Guarantor hereby, jointly and severally with all other Guarantors (if any), hereby unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding a Note authenticated and delivered by the Trustee Trustee, and to the Trustee and its successors: (a)(x) on behalf of such Holder, the due full and punctual payment of the principal of, of and premiuminterest (including Additional Interest, if any) on, and interest on the Notes any Additional Amounts due with respect to, each such Note when and as the same shall become due and payable, whether at maturity, upon redemptionthe Stated Maturity, by acceleration acceleration, purchase or otherwise, (y) the due otherwise and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from liabilities of the Company to the Holders or and the Trustee under this Indenture or the NotesTrustee, all in accordance with the terms of such Note and of this Indenture and (the Notes (collectively“Guarantee”). In case of the failure of the Company punctually to make any such payment, the “Guarantee Obligations”); Guarantor hereby agrees to pay or cause such payment to be made punctually when and (b) in case of any extension of time of payment or renewal of any Notes, as the same shall become due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewalpayable, whether at maturitythe Stated Maturity, upon by acceleration, call for redemption, by acceleration purchase or otherwise. Failing , and as if such payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand were made by the Trustee, the same immediatelyCompany. Each of the Guarantors hereby The Guarantor agrees that (to the fullest extent permitted by applicable law) 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 exchange, or any release or amendment or waiver of any term of any guarantee of all or any of the Notes, or any consent to departure from any requirement of any guarantee of all or any of the Notes, the election by the Trustee or any of the Holders in any proceeding under any applicable Bankruptcy Law, the disallowance, under any applicable Bankruptcy Law, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Notes (including, without limitation, any interest (including Additional Interest, if any), and any Additional Amounts due with respect thereto, any waiver or consent by any the Holder of such Note or by the Notes Trustee with respect to any provisions hereof thereof or thereof, any release of any other this Indenture or with respect to the provisions of this Article X as they apply to the Guarantor, the recovery obtaining of any judgment against the Company, Company or any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a the Guarantor. Each The Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person, 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, protest or notice with respect to such Note or the Indebtedness evidenced thereby and all demands whatsoever (whatsoever, and covenants that its guarantee shall not be discharged in each case respect of such Note except as required by this Indenture)complete performance of the obligations contained in such Note and in the Guarantee. Each Guarantee is a guarantee of payment and not of collection. Each The Guarantor hereby agrees that, in the event of a default in payment of principal or interest (including Additional Interest, if any), on and any Additional Amounts due with respect to, such Note, whether at their 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 the Guarantor to enforce its Guarantee without first proceeding against the Company. The Guarantor agrees 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 (including Additional Interest, if any) on, and any Additional Amounts due with respect to, the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, to pay to the Trustee for the account of the Holders, upon demand thereof, 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. The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes is, pursuant to applicable law) that, as between itrescinded or reduced in amount, or must otherwise be restored or returned by an obligee on the one handNotes whether as a “voidable preference”, and “fraudulent transfer”, or otherwise, all as though such payment or performance has not been made. In the Holders of Notes and the Trusteeevent that any payment, on the other handor any part thereof, (a) subject to this Article 10is rescinded, reduced, restored or returned, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the GuaranteesNotes shall, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction be reinstated and deemed reduced only by such amount paid and not so rescinded, restored or returned. Rights of Holders to payment in full under the Notes pursuant to the Guarantee shall be equal in right of payment with all other prohibition preventing such acceleration in respect existing and future unsecured obligations of the obligations guaranteed hereby, Guarantor and (b) senior in the event right of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (payment to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the GuaranteesGuarantor’s subordinated debt.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawEleven, each Guarantor of the Guarantors hereby, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, on a senior subordinated basis to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a)(xa) (x) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiuminterest, if any, and interest on the Notes (including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Issuer or any Guarantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and (z) the due and punctual payment and performance of all other amounts due from obligations of the Company Issuer and all other obligations of the other Guarantors (including under the Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under this Indenture or the NotesSection 7.07 hereof), all in accordance with the terms of this Indenture hereof and the Notes thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the due and punctual payment and performance of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors thereunder in the same manner and to the same extent as the obligations of the Issuer. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) 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, whether or not a Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor of the Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in each case except as required by the Notes, this Indenture)Indenture and the Guarantee. Each The 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 Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10Eleven, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the GuaranteesGuarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the GuaranteesGuarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 11 of the Indenture, the New Guarantor shall be a Subsidiary Guarantor under the terms of the Indenture and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all the other Guarantors (if any)Subsidiary Guarantors, unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the Obligations of the Issuers under the Indenture or the Notes, that: (a)(xa) the due and punctual payment of the principal of, premium, interest and premiumLiquidated Damages, if any, on the Notes shall be promptly paid in full when due, whether at the maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 of, premium, interest and (to the fullest extent permitted by applicable law) overdue premiumLiquidated Damages, if any, and interest on the Notes Notes, if any, if lawful, and (z) the due and punctual payment of all other amounts due from Obligations of the Company Issuers to the Holders or the Trustee under this the Indenture and the Notes shall be promptly paid in full or the Notesperformed, all in accordance with the terms of this the Indenture and the Notes (collectively, the “Guarantee Obligations”)Notes; and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the that same shall be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor the Subsidiary Guarantors shall be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors The New Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder under the Indenture 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, any release of any other Guarantorthe Indenture and the Notes, the recovery of any judgment against the CompanyIssuers, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each The New Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that the Guarantees shall not be discharged except by complete performance of the obligations contained in each case except as the Notes and the Indenture. If any Holder or the Trustee is required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (any court or otherwise to return to the fullest Issuers or Subsidiary Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, these Guarantees, to the extent permitted theretofore discharged, shall be reinstated in full force and effect. The New Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed by applicable law) the Indenture until payment in full of all obligations guaranteed by the Indenture. The New Guarantor further agrees that, as between itthe Subsidiary Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guarantees.,

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawEleven, each Guarantor herebyof the Guarantors, if any, hereby jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, on a senior subordinated basis to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a)(xa) (x) the due and punctual payment of the principal of, and premium, if any, and interest interest, if any, on the Notes when and as the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiuminterest, if any, and interest on the Notes and (z) the due and punctual payment and performance of all other amounts due from obligations of the Company Issuers and all other obligations of the other Guarantors (including under the Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under this Indenture or the NotesSection 7.07 hereof), all in accordance with the terms of this Indenture hereof and the Notes thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the due and punctual payment and performance of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Issuers to the Holders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors thereunder in the same manner and to the same extent as the obligations of the Issuers. Each of the Guarantors Guarantors, if any, hereby agrees that (to the fullest extent permitted by applicable law) 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 CompanyIssuers, any action to enforce the same, whether or not a Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor of the Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in each case except as required by the Notes, this Indenture)Indenture and the Guarantee. Each The 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 Issuers or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers or such Guarantor, any amount paid by the Issuers or such Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10Eleven, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the GuaranteesGuarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the GuaranteesGuarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Each Guarantor herebyhereby unconditionally, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, guarantees to each Holder Purchaser of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, the Note or the obligations of the Company hereunder or thereunder, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofNotes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, and interest on of the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders Purchasers hereunder or the Trustee under this Indenture thereunder will be promptly paid in full or the Notesperformed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed for whatever reasonclauses (i) and (ii) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 8.3. Each of the Guarantors Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this IndentureExchange Agreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Purchaser with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Exchange Agreement and in this Guarantee. If any Purchaser is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to such Purchaser, this Indenture). Each Guarantee is a guarantee of payment Guarantee, to the extent theretofore discharged, shall be reinstated in full force and not of collectioneffect as to such amount only. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the TrusteePurchasers, on the other hand, (ax) subject to this Article 10, the maturity of certain obligations the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereof6, such obligations Obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Guarantor for the purpose of the Guaranteesthis Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawXVI, each Guarantor hereby, jointly and severally with all other of the Initial Guarantors (if any)hereby fully, unconditionally and irrevocably guarantees, and each Subsidiary required to execute a supplemental indenture as a Subsequent Guarantor pursuant to Section 10.12 will be deemed to fully, unconditionally and irrevocably guarantee, to each Holder of an outstanding Note authenticated and delivered by the Trustee and to the Trustee and its successors: (a)(x) on behalf of the Holders, the due and punctual payment of the principal of, and premium, if any, and interest on, and Additional Amounts and other amounts payable with respect to, each Security, the due and punctual payment of interest on the Notes overdue principal of, and premium, if any, and interest on, and Additional Amounts and other amounts payable with respect to, the Securities, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms of such Securities and this Indenture, when and as the same shall become due and payable, whether at maturityStated Maturity, by declaration of acceleration, upon redemption, by acceleration repurchase or repayment or otherwise. In case of the failure of the Company punctually to pay any such principal, (y) premium, interest, Additional Amounts or other payment, each Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewalpayable, whether at maturityStated Maturity, by declaration of acceleration, upon redemption, by acceleration repurchase or repayment or otherwise. Failing , and as if such payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand were made by the Trustee, the same immediatelyCompany. Each of the Guarantors Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be as principal and not merely as surety, and shall be absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any Security or this Indenture, the absence of any action failure to enforce the sameprovisions of any Security or this Indenture, or any waiver waiver, modification, consent or consent indulgence granted with respect thereto by any the Holder of such Security or the Notes with respect to any provisions hereof or thereof, any release of any other GuarantorTrustee, the recovery of any judgment against the Company, Company or any action to enforce the same, or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protestthe benefit of discussion, protest or notice with respect to any such Security or the debt evidenced thereby and all demands whatsoever whatsoever, and covenants that no Guarantee will be discharged as to any such Security except by payment in full of all amounts due in respect of such Security and by the complete performance of all other obligations contained in such Security and this Indenture. The maturity of the obligations guaranteed hereby may be accelerated as provided in Article V for the purposes of this Article XVI. In the event of any declaration of acceleration of such obligations as provided in Article V, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Article XVI. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article V, the Trustee shall promptly make a demand for payment on the Securities under each Guarantee provided for in each case except as this Article XVI. If the Trustee or the Holder of any Security is required by this Indenture). Each Guarantee is any court or otherwise to return to the Company or any Guarantor, or any custodian, receiver, liquidator, trustee, sequestrator or other similar official acting in relation to the Company or any Guarantor, any amount paid to the Trustee or such Holder in respect of a guarantee of payment Security, any Guarantee, to the extent theretofore discharged, shall be reinstated in full force and not of collectioneffect. Each Guarantor hereby agrees (further agrees, to the fullest extent permitted by applicable law) that it may lawfully do so, that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 V hereof for the purposes of the Guaranteeseach Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition issued or imposed under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby. A Guarantor shall be subrogated to all rights of the Holder of any Security against the Company in respect of any amounts paid to the Trustee or such Holder by such Guarantor pursuant to the provisions of its Guarantee; provided, however, that no Guarantor shall be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, and (b) premium, if any, and interest on, and any Additional Amounts and other amounts payable with respect to, all Securities shall have been paid in full and all other obligations contained in the event Securities and this Indenture shall have been performed. If any amount shall be paid to any Guarantor in violation of the preceding sentence and all amounts payable in respect of the Securities shall not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of the Holders to be credited and applied upon such amounts. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Securities pursuant to this Indenture. Anything to the contrary in this Indenture notwithstanding, each Guarantee shall be, and hereby is, limited to the maximum amount that can be guaranteed by the applicable Guarantor without rendering such Guarantee, as it relates to such Guarantor, voidable under any acceleration applicable law relating to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally. Each Guarantee set forth in this Section 16.1 shall be valid and obligatory for any purpose with respect to a Security until the certificate of authentication of such obligations as provided in Article 6 hereof, such obligations (whether Security shall have been signed by or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose on behalf of the GuaranteesTrustee.

Unconditional Guarantee. Subject To induce the Guaranteed Party to enter into a Credit Agreement, dated as of February 21, 2008 (as amended, supplemented or otherwise modified from time to time, the provisions “Credit Agreement”), with Guarantor’s affiliate Residential Funding Company, LLC (“RFC” and, including any surviving entity in the event of this Article 10 and to a merger, amalgamation or consolidation of RFC, the fullest extent permitted by applicable law“Obligor”), each Guarantor hereby, jointly and severally with all other Guarantors (if any)absolutely, unconditionally and irrevocably guarantees, to each Holder of an outstanding Note authenticated and delivered by the Trustee and guarantees to the Trustee Guaranteed Party and its successors: (a)(x) successors and permitted assigns from the due date hereof RFC shall perform and punctual payment observe all of the principal ofterms, covenants, conditions, agreements and premiumundertakings to be performed or observed by RFC under the Credit Documents, if anyincluding, and interest on without limitation, the Notes obligation of RFC to distribute Available Funds in accordance with Section 2.21 of the Credit Agreement, other than Excluded Obligations as defined below, in accordance with the terms, being collectively called the “Obligations”), when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration be required to be performed or otherwise, observed under the Credit Documents (y) the due and punctual payment of interest on the overdue principal at the rate per annum subject to any applicable grace period with respect to such Obligations set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”Credit Documents); and the Guarantor unconditionally and irrevocably agrees that it shall ensure that RFC, the Guarantor or some other Person shall duly and punctually perform and observe each Obligation (provided that acceptance of any such other Person’s performance shall not constitute a novation of this Performance Guarantee). “Excluded Obligations” means (i) the payment of principal of, or interest on, the Notes or any fees, (ii) any payment coming due as a result of the aggregate outstanding principal balance of the Loans exceeding the Borrowing Base, provided that this clause (ii) shall not limit the Guarantor’s obligations in respect of a failure of RFC to pay any Required Repayment required to be paid by them under Section 2.20 of the Credit Agreement, or (iii) Obligations arising under Section 2.13, 2.14, 2.15 or 2.16(a), (b) in case or (c), of the Credit Agreement. It shall not be a condition to the obligation of the Guarantor hereunder to guarantee and ensure the performance or observance of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with that the terms Guaranteed Party shall have first made any request of the extension or renewal, whether at maturity, demand upon redemption, by acceleration or otherwise. Failing payment when due of given any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediately. Each of the Guarantors hereby agrees that (notice to the fullest extent permitted by applicable law) 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 Company, any action to enforce the same, Guarantor or any other circumstance which might otherwise constitute a legal Person or equitable discharge have instituted any action or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 (in each case except as required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the or any other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration Person in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guaranteesthereof.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawEleven, each Guarantor of the Guarantors hereby, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, on a senior secured basis to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer or any Guarantors to the Holders or the Trustee hereunder or thereunder: (a)(xa) (x) the due and punctual payment of the principal of, and premium, if any, and interest and Special Interest, if any (to the extent permitted by law) on the Notes when and as the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiuminterest and Special Interest, if any, and interest on the Notes and (z) the due and punctual payment and performance of all other amounts due from obligations of the Company Issuer and all other obligations of the Guarantors (including under the Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under this Indenture or the NotesSection 7.07 hereof), all in accordance with the terms of this Indenture hereof and the Notes thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the due and punctual payment and performance of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors thereunder in the same manner and to the same extent as the obligations of the Issuer. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) 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, whether or not a Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor of the Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in each case except as required by the Notes, this Indenture)Indenture and the Guarantee. Each The 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 Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10Eleven, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the GuaranteesGuarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the GuaranteesGuarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally severally, guarantees (each such guarantee to be referred to herein as a "Subsidiary Guarantee," with all other Guarantors (if any), unconditionally and irrevocably guarantees, such guarantees being referred to herein as the "Subsidiary Guarantees") to each Holder of an outstanding Note Securities authenticated and delivered by the Trustee and to the Trustee and its successors: successors and assigns, the full and prompt performance of the Company's obligations under this Indenture and the Securities and that: (a)(xa) the due and punctual payment principal of the principal of, and (premium, if any, on) and interest on the Notes Securities will be promptly paid in full when and as the same shall become due and payabledue, whether at maturity, upon redemptionby acceleration, by acceleration redemption or otherwise, (y) the due and punctual payment of interest on the overdue principal at of and interest on the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumSecurities, if any, to the extent lawful, and interest on the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and and (b) in case of any extension of time of payment or renewal of any NotesSecurities or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionStated Maturity, by acceleration or otherwise; subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 13.4 hereof. 107 Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor shall the Subsidiary Guarantors will be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors Subsidiary Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of diligence, presentment, demand of payment, notice of acceleration, notice of intent to accelerate, 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 covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Securities, this Indenture and in this Subsidiary Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Indenture)Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantee is a guarantee Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment and not in full of collectionall obligations guaranteed hereby. Each Subsidiary Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 V hereof for the purposes of the Guaranteesthis Subsidiary Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 V hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Subsidiary Guarantor for the purpose of the Guaranteesthis Subsidiary Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally severally, guarantees (each such guarantee to be referred to herein as a "Subsidiary Guarantee", with all other Guarantors (if any), unconditionally and irrevocably guarantees, such guarantees being referred to herein as the "Subsidiary Guarantees") to each Holder of an outstanding Note Securities authenticated and delivered by the Trustee and to the Trustee and its successors: successors and assigns, the full and prompt performance of the Company's obligations under this Indenture and the Securities and that: (a)(xa) the due and punctual payment principal of the principal of, and (premium, if any, on) and interest on the Notes Securities will be promptly paid in full when and as the same shall become due and payabledue, whether at maturity, upon redemptionby acceleration, by acceleration redemption or otherwise, (y) the due and punctual payment of interest on the overdue principal at of and interest on the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumSecurities, if any, to the extent lawful, and interest on the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and and (b) in case of any extension of time of payment or renewal of any NotesSecurities or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionStated Maturity, by acceleration or otherwise; subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 13.4 hereof. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor shall the Subsidiary Guarantors will be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors Subsidiary Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 (in each case and covenants that its Subsidiary Guarantee will not be discharged except as required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect complete performance of the obligations guaranteed hereby, and (b) contained in the event of Securities, this Indenture and in this Subsidiary Guarantee. If any acceleration of Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such obligations as provided in Article 6 hereofHolder, such obligations (whether or not due and payable) shall (this Subsidiary Guarantee, to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guarantees.theretofore discharged, shall be reinstated

Unconditional Guarantee. (a) Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawTen, each Guarantor of the Guarantors hereby, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes, the Intercreditor Agreement, any Additional Intercreditor Agreement or the Security Documents or the obligations of the Issuer to the Holders or the Trustee hereunder or thereunder: (a)(xa) (x) the due and punctual payment of the principal of, and premium, if any, and interest interest, if any, on the Notes when and as the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiuminterest, if any, and interest on the Notes and (z) the due and punctual payment and performance of all other amounts due from obligations of the Company Issuer, in each case, to the Holders Holders, the Security Agent or the Trustee hereunder or thereunder (including amounts due the Trustee under this Indenture or the NotesSection 7.07), all in accordance with the terms of this Indenture hereof and the Notes thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the due and punctual payment and performance of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture, under the Notes or under any Security Document, for whatever reason, each Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. An Event of Default under this Indenture, the Notes or the Security Documents shall constitute an Event of Default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors thereunder in the same manner and to the same extent as the obligations of the Issuer. (b) Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or Notes, this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the Security Documents, 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, whether or not a Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a GuarantorGuarantor (other than payment). Each Guarantor hereby waives (to To the fullest extent permitted by applicable law) law and subject to Section 6.06, each of the Guarantors hereby waives the benefit of 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 covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in each case except as required by the Notes, this Indenture), this Guarantee, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents. Each This Guarantee is a guarantee of payment and not of collection. If any Holder, the Security Agent or the Trustee is required by any court or otherwise to return to the Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes Holders, the Security Agent, and the Trustee, on the other hand, (a) subject to this Article 10Ten, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 hereofSix, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guaranteesthis Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Each Subsidiary Guarantor hereby, hereby jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guarantees, Guarantees to each Holder of an outstanding Note a Security authenticated and delivered by the Trustee Trustee, and to the Trustee and its successors: (a)(x) on behalf of such Holder, the due full and punctual payment of the principal of, of and premium, if any, interest and interest Liquidated Damages, if any, on the Notes such Security when and as the same shall become due and payable, whether at maturitythe Stated Maturity, upon by acceleration, call for redemption, by acceleration purchase or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of such Security and of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in Indenture. In case of the failure of the Company punctually to make any extension of time of such payment, each Subsidiary Guarantor hereby jointly and severally agrees to pay or cause such payment or renewal of any Notes, to be made punctually when and as the same shall become due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewalpayable, whether at maturitythe Stated Maturity, upon by acceleration, call for redemption, by acceleration purchase or otherwise. Failing , and as if such payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand were made by the Trustee, the same immediatelyCompany. Each of the Guarantors Subsidiary Guarantor hereby jointly and severally agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes such Security or this Indenture, the absence of any action to enforce the same, any exchange, release or non-perfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of all or any of the Securities, or any consent to departure from any requirement of any other Guarantee of all or any of the Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of the Federal Bankruptcy Code, or the application of Section 1111(b)(2) of the Federal Bankruptcy Code, any borrowing or grant of a security interest by the Company, as debtor-in-possession, under Section 364 of the Federal Bankruptcy Code, the disallowance, under Section 502 of the Federal Bankruptcy Code, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities (including, without limitation, any interest, Liquidated Damages or premium thereon), any waiver or consent by any the Holder of such Security or by the Notes Trustee with respect to any provisions hereof thereof or thereof, any release of this Indenture or with respect to the provisions of this Article XIII as they apply to any other Subsidiary Guarantor, the recovery obtaining of any judgment against the Company, Company or any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person, 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, protest or notice with respect to such Security or the Indebtedness evidenced thereby and all demands whatsoever (whatsoever, and covenants that its Subsidiary Guarantee will not be discharged in each case respect of such Security except as required by this Indenture)complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each Guarantee is a guarantee of payment and not of collection. Each Subsidiary Guarantor hereby agrees (that, in the event of a default in payment of principal of or premium, if any, interest or Liquidated Damages, if any, on such Security, whether at their 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 Security, subject to the terms and conditions set forth in this Indenture, directly against all or any of the Subsidiary Guarantors to enforce their respective Subsidiary Guarantees without first proceeding against the Company. 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 Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, such Subsidiary Guarantor agrees to 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. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities against the Company in respect of any amounts paid by that Subsidiary Guarantor on account of such Securities pursuant to the provisions of its Subsidiary Guarantee of this Indenture; PROVIDED, HOWEVER, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of and premium, if any, interest and Liquidated Damages, if any, on all Securities issued hereunder shall have been paid in full. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective if any petition is filed by or against the Company for liquidation or reorganization, if the Company becomes insolvent or makes an assignment for the benefit of creditors or if a receiver or trustee is 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 is, pursuant to applicable law) that, as between itrescinded or reduced in amount, or 80 must otherwise be restored or returned by an obligee on the one handSecurities whether as a "voidable preference," "fraudulent transfer," or otherwise, and the Holders of Notes and the Trusteeall as though such payment or performance has not been made. If any payment, on the other handor any part thereof, (a) subject to this Article 10is rescinded, reduced, restored or returned, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the GuaranteesSecurities shall, notwithstanding (to the fullest extent permitted by applicable law) , be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. The Subsidiary Guarantors shall have the right to seek contribution from any stay, injunction or other prohibition preventing non-paying Subsidiary Guarantor so long as the exercise of such acceleration in respect right does not impair the rights of the Holders under the Subsidiary Guarantees or under this Article XIII in accordance with Section 13.7. The obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (each Subsidiary Guarantor to the extent permitted by applicable law) forthwith become due Holders and payable by to the Guarantors for the purpose Trustee pursuant to its Subsidiary Guarantee and this Indenture constitute senior unsecured obligations of the Guaranteesthat Subsidiary Guarantor.

Unconditional Guarantee. Subject to the provisions of this Article 10 11 of the Indenture, the New Guarantor shall be a Subsidiary Guarantor under the terms of the Indenture and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all the other Guarantors (if any)Subsidiary Guarantors, unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the Obligations of the Issuers under the Indenture or the Notes, that: (a)(xa) the due and punctual payment of the principal of, premium, interest and premiumLiquidated Damages, if any, on the Notes shall be promptly paid in full when due, whether at the maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 of, premium, interest and (to the fullest extent permitted by applicable law) overdue premiumLiquidated Damages, if any, and interest on the Notes Notes, if any, if lawful, and (z) the due and punctual payment of all other amounts due from Obligations of the Company Issuers to the Holders or the Trustee under this the Indenture and the Notes shall be promptly paid in full or the Notesperformed, all in accordance with the terms of this the Indenture and the Notes (collectively, the “Guarantee Obligations”)Notes; and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the that same shall be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor the Subsidiary Guarantors shall be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors The New Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder and under the Indenture 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, any release of any other Guarantorthe Indenture and the Notes, the recovery of any judgment against the CompanyIssuers, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each The New Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that the Guarantees shall not be discharged except by complete performance of the obligations contained in each case except as the Notes and the Indenture. If any Holder or the Trustee is required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (any court or otherwise to return to the fullest Issuers or Subsidiary Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, these Guarantees, to the extent permitted by applicable law) theretofore discharged, shall be reinstated in full force and effect. The New Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed under the Indenture until payment in full of all obligations guaranteed under the Indenture. The New Guarantor further agrees that, as between itthe Subsidiary Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain obligations the Obligations guaranteed hereby under the Indenture may be accelerated as provided in Article 6 of the Indenture for the purposes of the these Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyunder the Indenture, and (by) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereofof the Indenture, such obligations Obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Subsidiary Guarantors for the purpose of these Guarantees. The New Guarantor agrees that 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 these Guarantees.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Each Guarantor herebyhereby unconditionally, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding Note a Security authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns that: (a)(x) the due and punctual payment of the principal of, of and premiuminterest and Additional Interest, if any, and interest on the Notes Securities will be promptly paid in full when and as the same shall become due and payabledue, subject to any applicable grace period, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on any over- due interest and Additional Interest on the Notes Securities and (z) the due and punctual payment of all other amounts due from obliga- tions of the Company to the Holders or the Trustee hereunder or under this Indenture the Se- curities will be promptly paid in full or the Notesperformed, all in accordance with the terms of this Indenture hereof and thereof; subject, however, to the Notes (collectively, the “Guarantee Obligations”); and (b) limitations set forth in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelySection 10.04. Each of the Guarantors Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability enforce- ability of the Notes Securities or this Indenture, the absence of any action to enforce en- force the same, any waiver or consent by any Holder of the Notes Securities with respect re- spect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy bank- ruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever (in each case except as required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guarantees.81

Unconditional Guarantee. Subject Holdings hereby unconditionally guarantees (such guarantee to be referred to herein as the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guarantees, "Guarantee") to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns on behalf of such Holder, the Notes and the Obligations of the Company hereunder and thereunder, that: (a)(xi) the due and punctual payment principal of the principal of, and premium, if any, and interest on the Notes will be promptly paid in full when and as the same shall become due and payabledue, subject to any applicable grace period, whether at maturity, upon redemption, by acceleration or otherwiseotherwise and, (y) to the due and punctual payment of extent lawful, interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from Obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediately. Each of the Guarantors Holdings hereby agrees that (to the fullest extent permitted by applicable law) 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 Company, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor Holdings hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Indenture and in this Guarantee. If any Noteholder, the Trustee or any Paying Agent is required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (any court or otherwise to return to the fullest Company, Holdings, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or Holdings, any amount paid by the Company or Holdings to the Trustee or such Paying Agent or Noteholder, this Guarantee, to the extent permitted by applicable law) theretofore discharged, shall be reinstated in full force and effect. Holdings further agrees that, as between itHoldings, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in 92 100 Article 6 hereofSix, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors Holdings for the purpose of the Guaranteesthis Guarantee.

Unconditional Guarantee. Subject For good and valuable consideration receipt of which is hereby acknowledged, and intending to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Guarantor be legally bound hereby, jointly and severally with all other Guarantors (if any)the Guarantor, hereby unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding Note Notes of any series, authenticated and delivered by the Trustee and to Trustee, upon which this guarantee (the Trustee and its successors: (a)(x“Guarantee”) is endorsed, the due and punctual payment of the principal of, and premium, if any, and interest on the Notes on, and any Redemption Price with respect to such series of Notes, when and as the same shall become due and payable, whether at maturityMaturity, upon redemption, by acceleration or redemption or otherwise, (y) in accordance with the due terms of such series of Notes and punctual of this Indenture. The Guarantor agrees to determine, at least one Business Day prior to the date upon which a payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue of, premium, if any, and interest on the Notes said series of Notes, and (z) the any Redemption Price with respect to such series of Notes, is due and punctual payable, whether the Company has available the funds to make such payment as the same shall become due and payable. In case of all other amounts due from the failure of the Company to the Holders or the Trustee under this Indenture or the Notespunctually pay any such principal of, all in accordance premium, if any, and interest on, and any Redemption Price with the terms respect to, such series of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewalpayable, whether at maturityMaturity, upon acceleration or redemption, by acceleration or otherwise. Failing , and as if such payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand were made by the Trustee, the same immediatelyCompany. Each of the Guarantors The Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be as principal and not merely as surety, and shall be unconditional, irrevocable, and absolute, irrespective of, and shall be unaffected by, any invalidity, irregularity, or unenforceability of the validity, regularity or enforceability such series of the Notes or this Indenture, the absence of any action failure to enforce the sameprovisions of such series of Notes or this Indenture, or any waiver waiver, modification, consent or consent indulgence granted to the Company with respect thereto (unless the same shall also be provided the Guarantor), by any the Holder of such series of Notes or the Notes Trustee with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, Company or any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or of a guarantor. Each The Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protestprotest or notice with respect to any such series of Notes or the indebtedness evidenced thereby, notice and all demands whatsoever (and covenants that this Guarantee will not be discharged except by payment in each case except as required full of the principal, premium, if any, and interest on, and any Redemption Price with respect to, the Notes and the complete performance of the obligations contained in such series of Notes and in this Guarantee. The Guarantor shall be subrogated to all rights of the Holder of any series of Notes against the Company in respect of all amounts paid to such Holder by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each the Guarantor hereby agrees (pursuant to the fullest extent permitted by applicable law) thatprovisions of this Guarantee; provided, as between ithowever, on that the one handGuarantor shall not, and without the consent of the Holders of all of the series of Notes then Outstanding, be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, and interest on, and any Redemption Price with respect to all Notes shall have been paid in full or payment thereof shall have been provided for in accordance with this Indenture. Notwithstanding anything to the Trusteecontrary contained herein, if following any payment of principal or interest by the Company on the other hand, (a) subject Notes to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes holders of the GuaranteesNotes it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is paid by such holder to such trustee in bankruptcy, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, then and (b) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith of such repayment, the obligations of the Guarantor hereunder shall remain in full force and effect. The Guarantee set forth in this Article X shall not be valid or become due obligatory for any purpose with respect to a series of Notes unless and payable until the certificate of authentication on such series of Notes shall have been signed by the Guarantors Trustee. The Guarantee set forth in this Article X is intended for the purpose benefit of the GuaranteesTrustee and each of the Holders of the Notes and shall be enforceable by such Trustee and such Holders. The Guarantee set forth in this Article X shall be governed by the laws of the State of New York.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally with all other Guarantors severally, guarantees (if any), unconditionally and irrevocably guarantees, such guarantee to be referred to herein as the "Guarantee") to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofNotes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, and interest on of the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed for whatever reasonclauses (i) and (ii) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 11.05. Each of the Guarantors Subsidiary Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations 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 Company, any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 (in each case and covenants that this Guarantee will not be discharged except as required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guarantees.complete

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each The Guarantor hereby, jointly and severally with all other Guarantors (if any), hereby unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding Note a Security authenticated and delivered by the Trustee and to the Trustee and its successors: (a)(x) the due and punctual payment of the principal of, of and premium, if any, and any interest on or Additional Amounts in respect of such Security and the Notes due and punctual payment of the sinking fund payments, if any, provided for pursuant to the terms of such Security, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts or sinking fund payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at maturity, upon acceleration, redemption, by acceleration repayment or otherwise, (y) the due and punctual as if such payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand were made by the Trustee, the same immediatelyCompany. Each of the Guarantors The Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be as principal and not merely as surety, and 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 such Security or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Security or this Indenture, or any waiver waiver, modification, consent or consent indulgence granted to the Company with respect thereto by any the Holder of such Security or the Notes with respect to any provisions hereof or thereof, any release of any other GuarantorTrustee, the recovery of any judgment against the Company, Company or any action to enforce the same, or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor. Each The Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any such Security or the indebtedness evidenced thereby and all demands whatsoever (whatsoever, and covenants that the Guarantees will not be discharged except by payment in each case except as full of the principal of and premium, if any, and interest on, and any Additional Amounts and sinking fund payments required with respect to, the Securities and the complete performance of all other obligations contained in the Securities. The Guarantor shall be subrogated to all rights of the Holder of any Security against the Company in respect of any amounts paid to such Holder by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each the Guarantor hereby agrees (pursuant to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes provisions of the Guarantees; provided, notwithstanding (however, -------- ------- that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the fullest extent permitted by applicable law) principal of and premium, if any, and interest on, and any stayAdditional Amounts and sinking fund payments required with respect to, injunction or other prohibition preventing such acceleration in respect all Securities of the obligations guaranteed hereby, and (b) same series shall have been paid in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guaranteesfull.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally severally, guarantees (each such guarantee being referred to herein as this "Subsidiary Guarantee," with all other Guarantors (if any), unconditionally and irrevocably guarantees, such guarantees being referred to herein as the "Subsidiary Guarantees") to each Holder of an outstanding Note Notes authenticated and delivered by the Trustee and to the Trustee and its successors: successors and assigns, the full and prompt performance of the Company's obligations under this Indenture and the Notes and that: (a)(x1) the due and punctual payment principal of the principal of, (and premium, if any, on), interest and interest Liquidated Damages, if any, on the Notes will be promptly paid in full when and as the same shall become due and payabledue, whether at maturity, upon redemptionby acceleration, by acceleration redemption or otherwise, (y) the due and punctual payment of interest on the overdue principal at of and interest on the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumNotes, if any, to the extent lawful, and interest on the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes thereof; and (collectively, the “Guarantee Obligations”); and (b2) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, Stated Maturity by acceleration or otherwise; subject however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 13.4 hereof. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor shall the Subsidiary Guarantors will be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors Subsidiary Guarantor hereby agrees that (its obligations hereunder will, to the fullest extent permitted by applicable law) its obligations hereunder shall law 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 Company, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor hereby waives (waives, to the fullest extent permitted by applicable law) the benefit of , diligence, presentment, demand of payment, filing of claims claim 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 covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Indenture and in this Subsidiary Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Indenture)Subsidiary Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantee is a guarantee Subsidiary Guarantor agrees it will not be entitled to enforce any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment and not in full of collectionall obligations guaranteed hereby. Each Subsidiary Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Subsidiary Guarantor, on the one hand, and the 94 Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 7 hereof for the purposes of the Guaranteesthis Subsidiary Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 7 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) will forthwith become due and payable by the Guarantors each Subsidiary Guarantor for the purpose of the Guaranteesthis Subsidiary Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawEach Guarantor, each Guarantor if any, hereby, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, on a senior basis, to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofNotes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, and interest on of the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company Issuers to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed for whatever reasonclauses (i) and (ii) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 10.3. Each of the Guarantors Guarantor hereby agrees that (to the fullest extent permitted by applicable law) 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 CompanyIssuers, any and action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers or any Guarantor, any amount paid by the Issuers or any Guarantor to the Trustee or such Holder, this Indenture). Each Guarantee is a guarantee of payment Guarantee, to the extent theretofore discharged, shall be reinstated in full force and not of collectioneffect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 VI for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofVI, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Guarantor for the purpose of the Guaranteesthis Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 Each Guarantor hereby fully and to the fullest extent permitted by applicable law, each Guarantor herebyunconditionally, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, on an unsecured senior subordinated basis subject to Article Twelve, to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, that: (a)(xi) the due princi- 115 -107- pal of and punctual payment of interest on the principal ofNotes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, and interest on of the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed for whatever reasonclauses (i) and (ii) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 11.05. Each of the Guarantors Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations 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 Company, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that this Guarantee will not be discharged except by omplete performance of the obligations contained in each case except as the Notes, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Indenture). Each Guarantee is a guarantee of payment Guarantee, to the extent theretofore discharged, shall be reinstated in full force and not of collectioneffect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofSix, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Guarantor for the purpose of the Guarantees.this Guarantee. 116 -108-

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawTwelve, each Subsidiary Guarantor hereby, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, on a senior subordinated basis (such guarantee to be referred to herein as a "Guarantee") to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Subsidiary Guarantor hereunder or thereunder, that: (a)(xa) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when and as the same shall become due and payabledue, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiuminterest, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under this Indenture Section 7.07) and all other obligations shall be promptly paid in full or the Notesperformed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the same shall be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Company to the Holders under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Subsidiary Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each of the Subsidiary Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor of the Subsidiary Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in each case except as required by the Notes, this Indenture)Indenture and this Guarantee. Each This Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (If any Holder or the Trustee is required by any court or otherwise to return to the fullest Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent permitted by applicable law) theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10Twelve, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six hereof for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, of any Subsidiary Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Subsidiary Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Subsidiary Guarantor in an amount pro rata, based on the Guaranteesnet assets of each Subsidiary Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each (a) Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding Note Notes authenticated and delivered by the Trustee and to the Trustee and its successors: successors and assigns, the full and prompt performance of the Company’s obligations under the Indenture and the Notes and that: (a)(x1) the due principal of (and punctual payment of premium (including the principal of, and premiumApplicable Premium), if any, on) 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 Notes when overdue principal of and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumNotes, if any, to the extent lawful, and interest on the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes thereof; and (collectively, the “Guarantee Obligations”); and (b2) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionStated Maturity, by acceleration or otherwise. ; subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 10.04 hereof. (b) Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor shall the Subsidiary Guarantors will be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors Subsidiary Guarantor hereby agrees that (its obligations hereunder shall, to the fullest extent permitted by applicable law) 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, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor hereby waives (waives, to the fullest extent permitted by applicable law) the benefit of , diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency Insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever (whatsoever, and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, the Indenture and in this Subsidiary Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Indenture)Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantee is a guarantee Subsidiary Guarantor agrees it shall not be entitled to enforce any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment and not in full of collectionall obligations guaranteed hereby. Each Subsidiary Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the Guaranteesthis Subsidiary Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Subsidiary Guarantor for the purpose of the Guaranteesthis Subsidiary Guarantee.

Unconditional Guarantee. Subject Each Guarantor hereby guarantees (subject to the provisions of this Article 10 Effectiveness Condition and to the fullest extent permitted by applicable lawlimitations set forth in Section 11.03, each Guarantor herebybut otherwise unconditionally), on a senior basis jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guaranteesseverally, to each Holder of an outstanding Note Notes authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofNotes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, and interest on of the Notes and (z) the due and punctual payment of all other amounts due from Note Obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesNotes or of any such other Note Obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, each Each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediately. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be subject to the Effectiveness Condition and the limitations set forth in Section 11.03 and otherwise 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 Company, any and action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that this Note Guarantee will not be discharged except by complete performance of the Note Obligations of the Company, and waives any and all defenses available to a surety (other than payment in each case except as full). If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Indenture). Each Guarantee is a guarantee of payment Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and not of collectioneffect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guaranteesthis Note Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Note Obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereof6, such obligations Note Obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Guarantor for the purpose of the Guaranteesthis Note Guarantee.

Unconditional Guarantee. Subject For good and valuable consideration receipt of which is hereby acknowledged, and intending to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Guarantor be legally bound hereby, the Guarantors hereby unconditionally and jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guarantees, guarantee to each Holder of an outstanding Note a Security of any series, authenticated and delivered by the Trustee and to Trustee, upon which this guarantee (the Trustee and its successors: (a)(x"Guarantee") is endorsed, the due and punctual payment of the principal of, and sinking fund payment, if any, premium, if any, and interest on the Notes on, and any Redemption Price with respect to such Security, when and as the same shall become due and payable, whether at maturityStated Maturity, upon redemption, by acceleration or redemption or otherwise, (y) in accordance with the due terms of such Security and punctual of this Indenture. The Guarantors agree to determine, at least one Business Day prior to the date upon which a payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue of, sinking fund payment, if any, premium, if any, and interest on the Notes said Security, and (z) the any Redemption Price with respect to such Security, is due and punctual payable, whether the Company has available the funds to make such payment as the same shall become due and payable. In case of all other amounts due from the failure of the Company to the Holders or the Trustee under this Indenture or the Notespunctually pay any such principal of, all in accordance sinking fund payment, if any, premium, if any, and interest on, and any Redemption Price with the terms of this Indenture and the Notes (collectivelyrespect to, such Security, the “Guarantee Obligations”); Guarantor hereby agrees to cause any such payment to be made punctually when and (b) in case of any extension of time of payment or renewal of any Notes, as the same shall become due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewalpayable, whether at maturityStated Maturity, upon acceleration or redemption, by acceleration or otherwise. Failing , and as if such payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand were made by the Trustee, the same immediatelyCompany. Each of the The Guarantors hereby agrees agree that (to the fullest extent permitted by applicable law) its their obligations hereunder shall be as principal and not merely as surety, and shall be unconditional, irrevocable, and absolute, irrespective of, and shall be unaffected by, any invalidity, irregularity, or unenforceability of the validity, regularity such Security or enforceability of the Notes or this such Indenture, the absence of any action failure to enforce the sameprovisions of such Security or such Indenture, or any waiver waiver, modification, consent or consent indulgence granted to the Company with respect thereto (unless the same shall also be provided to the Guarantors), by any the Holder of such Security or the Notes Trustee with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, Company or any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or of a guarantor. Each Guarantor The Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protestprotest or notice with respect to any such Security or the indebtedness evidenced thereby, notice and all demands whatsoever (and covenants that no Guarantee will be discharged except by payment in each case except as required by full of the principal, premium, if any, and interest on, and any Redemption Price with respect to, the Securities and the complete performance of the obligations contained in such Security, the Guarantee and this Indenture). Each Guarantee is a guarantee The Guarantors shall be subrogated to all rights of payment and not the Holder of collection. Each Guarantor hereby agrees (any Security against the Company in respect of all amounts paid to such Holder by the Guarantors pursuant to the fullest extent permitted by applicable law) thatprovisions of the Guarantee; provided, as between ithowever, on that the one handGuarantors shall not, and without the consent of the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes all of the GuaranteesSecurities then outstanding, notwithstanding (be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the fullest extent permitted by applicable law) principal of, premium, if any, and interest on, and any stay, injunction Redemption Price with respect to all Securities shall have been paid in full or payment thereof shall have been provided for and all other prohibition preventing such acceleration obligations contained in the Securities and this Indenture shall have been performed. If any amount shall be paid to any Guarantor in violation of the preceding sentence and all amounts payable in respect of the obligations guaranteed herebySecurities shall not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of the Holders to be credited and applied upon such amounts. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Securities pursuant to this Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of principal, premium, if any, sinking fund payment, Redemption Price or interest by the Company on the Securities to the Holders of the Securities it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (bincluding any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is returned by such Holder to such trustee in the event of any acceleration of such obligations as provided in Article 6 hereofbankruptcy, such obligations (whether or not due then and payable) shall (to the extent permitted by applicable law) forthwith become due of such repayment, the obligations of the Guarantors hereunder shall remain in full force and payable effect. Notwithstanding anything to the contrary contained herein, each Guarantee shall be, and hereby is, limited to the maximum amount that can be guaranteed by the Guarantors applicable Guarantor without rendering such Guarantee, as it relates to such Guarantor, voidable under any applicable law relating to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally. The Guarantee set forth in this Article is intended for the purpose benefit of the GuaranteesTrustee and each of the Holders of Securities and shall be enforceable by such Trustee and such Holders. The Guarantee set forth in this Article shall be governed by the laws of the State of Indiana.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally with all other Guarantors severally, guarantees (if any), unconditionally and irrevocably guarantees, such guarantee to be referred to herein as the "Subsidiary Guarantee") to each Holder of an outstanding Note a Security authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, the Securities or the Obligations of the Company hereunder or thereunder, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofSecurities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, of the Securities and interest on the Notes and (z) the due and punctual payment of all other amounts due from Obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesSecurities or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed for whatever reasonclauses (i) and (ii) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 10.3. Each of the Guarantors Subsidiary Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any and action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that this Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Securities, this Indenture and in this Subsidiary Guarantee. If any Security holder or the Trustee is required by this Indenture)any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Security holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantee is a guarantee of payment and not of collection. Each Subsidiary Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guarantees.the

Unconditional Guarantee. Subject For good and valuable consideration receipt of which is hereby acknowledged, and intending to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Guarantor be legally bound hereby, jointly and severally with all other Guarantors (if any)the Guarantor, hereby unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding Note a Security of any series, authenticated and delivered by the Trustee and to Trustee, upon which the Trustee and its successors: (a)(x) Guarantee is endorsed, the due and punctual payment of the principal of, and premium, if any, and interest on the Notes on, and any Redemption Price with respect to such Security, when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or redemption or otherwise, (y) in accordance with the due terms of such Security and punctual of this Indenture. The Guarantor agrees to determine, at least one Business Day prior to the date upon which a payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue of, premium, if any, and interest on the Notes said Security, and (z) the any Redemption Price with respect to such Security, is due and punctual payable, whether the Company has available the funds to make such payment as the same shall become due and payable. In case of all other amounts due from the failure of the Company to the Holders or the Trustee under this Indenture or the Notespunctually pay any such principal of, all in accordance premium, if any, and interest on, and any Redemption Price with the terms of this Indenture and the Notes (collectivelyrespect to, such Security, the “Guarantee Obligations”); Guarantor hereby agrees to cause any such payment to be made punctually when and (b) in case of any extension of time of payment or renewal of any Notes, as the same shall become due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewalpayable, whether at maturity, upon acceleration or redemption, by acceleration or otherwise. Failing , and as if such payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand were made by the Trustee, the same immediatelyCompany. Each of the Guarantors The Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be as principal and not merely as surety, and shall be unconditional, irrevocable, and absolute, irrespective of, and shall be unaffected by, any invalidity, irregularity, or unenforceability of the validity, regularity such Security or enforceability of the Notes or this such Indenture, the absence of any action failure to enforce the sameprovisions of such Security or such Indenture, or any waiver waiver, modification, consent or consent indulgence granted to the Company with respect thereto (unless the same shall also be provided to the Guarantor), by any the Holder of such Security or the Notes Trustee with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, Company or any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or of a guarantor. Each The Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protestprotest or notice with respect to any such Security or the indebtedness evidenced thereby, notice and all demands whatsoever (and covenants that this Guarantee will not be discharged except by payment in each case except as required full of the principal of, premium, if any, and interest on, and any Redemption Price with respect to, the Securities and the complete performance of the obligations contained in such Security and in this Guarantee. The Guarantor shall be subrogated to all rights of the Holder of any Security against the Company in respect of all amounts paid to such Holder by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each the Guarantor hereby agrees (pursuant to the fullest extent permitted by applicable law) thatprovisions of this Guarantee; provided, as between ithowever, on that the one handGuarantor shall not, and without the consent of the Holders of Notes all of the Securities then outstanding, be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, and interest on, and any Redemption Price with respect to all Securities shall have been paid in full or payment thereof shall have been provided for in accordance with said Indenture. Notwithstanding anything to the Trusteecontrary contained herein, if following any payment of principal or interest by the Company on the other hand, (a) subject Securities to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes holders of the GuaranteesSecurities it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is paid by such holder to such trustee in bankruptcy, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, then and (b) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith of such repayment, the obligations of the Guarantor hereunder shall remain in full force and effect. The Guarantee set forth in this Article shall not be valid or become due obligatory for any purpose with respect to a Security unless and payable until the certificate of authentication on such Security shall have been signed by the Guarantors Trustee. The Guarantee set forth in this Article is intended for the purpose benefit of the GuaranteesTrustee and each of the Holders of Securities and shall be enforceable by such Trustee and such Holders. The Guarantee set forth in this Article shall be governed by the laws of the State of New York.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawEleven, each Guarantor of the Guarantors hereby, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, on an unsubordinated basis to each Holder of an outstanding Note a Security authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a)(xa) (x) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes Securities when and as the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiuminterest, if any, and interest on the Notes Securities (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 post-filing or post-petition interest is allowed in such proceeding) and (z) the due and punctual payment and performance of all other amounts due from obligations of the Company and all other obligations of the other Guarantors (including under the Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under this Indenture or the NotesSection 7.07 hereof), all in accordance with the terms of this Indenture hereof and the Notes thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any NotesSecurities or any of such other obligations, the due and punctual payment and performance of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Company to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors thereunder in the same manner and to the same extent as the obligations of the Company. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities 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 Company, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor of the Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in each case except as required by the Securities, this Indenture)Indenture and the Guarantee. Each The 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 Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article 10Eleven, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the GuaranteesGuarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the GuaranteesGuarantee.