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 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 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 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 For valuable consideration, receipt whereof is hereby acknowledged, and to induce the fullest extent permitted by applicable lawBanks to make Advances to each Borrowing Subsidiary, each Guarantor hereby, jointly and severally with all other Guarantors (if any), the Company unconditionally and irrevocably guarantees, to each Holder of an outstanding Note authenticated and delivered by the Trustee and guarantees to the Trustee Banks and its successors: (a)(x) the due and punctual payment of Administrative Agent that the principal of, and premium, if any, of and interest on the Notes each Advance and all other amounts payable by each Borrowing Subsidiary hereunder shall be promptly paid in full when and as the same shall become due and payable, (whether at stated 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 hereof and thereof, and, in the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment payment, in whole or renewal of any Notesin part, the that all such amounts shall be promptly paid when due and punctual payment of the Guarantee Obligations (whether at stated maturity, by acceleration or otherwise) in accordance with the terms of such extension. In addition, the extension or renewal, Company unconditionally agrees that upon (a) default in the payment when due (whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due ) of any amount so guaranteed for whatever reasonof such principal, each Guarantor shall be obligated to pay, upon written demand by the Trusteeinterest or other amounts, the same immediately. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder Company shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce forthwith pay the same, or (b) the occurrence and continuance of any waiver event described in Section 6.01(e), (f) or consent by any Holder of the Notes (i) with respect to any provisions hereof or thereof, any release of any other GuarantorBorrowing Subsidiary (as if each reference therein to "Material Subsidiary" were a reference to such Borrowing Subsidiary), the recovery Company shall forthwith pay all principal, interest and other amounts payable hereunder by such Borrowing Subsidiary. Without limiting the generality of any judgment against the foregoing, the Company, any action 's liability shall extend to enforce the same, or any other circumstance which might otherwise all amounts that 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 part of the obligations guaranteed hereby, and (b) in the event of any acceleration of Borrowing Subsidiary guaranteed by the Company under this Article VII and would be owed by any such obligations as provided in Article 6 hereof, such obligations (whether Borrowing Subsidiary to any Bank or the Administrative Agent under this Agreement or the Notes but for the fact that they are unenforceable or not allowable due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose existence of the Guaranteesa bankruptcy, reorganization or similar proceeding involving such Borrowing Subsidiary.

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 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 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 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 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 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 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 redemptionxxxx xxxxxxxxxx, xxxx xxxxxxxxxx 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 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 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 16 and to the fullest extent permitted by applicable law, each the Guarantor hereby, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, on a senior basis to each Holder 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 to the holders of the Securities or the Trustee hereunder or thereunder: (a)(xa) (x) the due and punctual payment of the principal ofof (including any Repurchase Price, and if applicable), premium, if any, and interest 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 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 Securities and (z) the due and punctual payment and performance of all other amounts due from obligations of the Company to the Holders holders of the Securities or the Trustee hereunder or thereunder (including, without limitation, the payment and/or delivery of the cash, shares of II-VI Common Stock or combination thereof due upon conversion of the Securities and amounts due the Trustee under this Indenture or the NotesSection 6.06 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 and/or delivery, as the case may be, by the Company when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Company to the holders of the Securities under this Indenture or under the Securities, for whatever reason, each the Guarantor shall be obligated to paypay and/or deliver, upon written demand by or to perform or cause the Trusteeperformance of, 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 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 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, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense 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 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 this Guarantee. Each This Guarantee is a guarantee of payment and not of collection. Each If any holder of Securities or the Trustee is required by any court or governmental authority to return to the Company or to the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantor, any amount paid or delivered by the Company or the Guarantor hereby to the Trustee or such holder of Securities, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article 1016, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 5 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 5 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 Guarantor for the purpose of the Guaranteesthis Guarantee.

Unconditional Guarantee. Subject The Guarantor hereby unconditionally guarantees (such guarantee to the provisions of this Article 10 and be referred to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if anyherein as a “Guarantee”), unconditionally and irrevocably guaranteeson 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, the Notes or the obligations of the Company hereunder or thereunder, that: (a)(xi) the due and punctual payment 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 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 premiumprincipal, if any, and interest on any interest, to the extent lawful, 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.02. Failing payment when due of any amount so guaranteed for whatever reason, each The 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 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 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 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 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, 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 Guarantee, to the extent permitted by applicable law) theretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees that, as between itthe Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (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 Guarantor for the purpose of the Guaranteesthis Guarantee.

Unconditional Guarantee. Subject (a) 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 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 11.3. 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 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, the Security Documents 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 obligations 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 Obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofVI, 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 law, each Each Guarantor herebyhereby unconditionally, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, guarantees (each such guarantee to be referred to herein as a “Guarantee”) on an unsubordinated basis to each Holder of an outstanding Note authenticated and delivered by the Trustee Notes and to the Trustee and its successorssuccessors and assigns 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 by acceleration, by redemption, by acceleration conversion 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 premiumprincipal, if anyany (including, without limitation, the Redemption Price, Option Repurchase Price and Fundamental Change Repurchase Price, if applicable), and interest on any interest 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 by acceleration, by redemption, by acceleration conversion or otherwise. Failing payment when due , subject, however, to the limitations set forth in Section 11.04 of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelythis Eighteenth Supplemental Indenture. 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 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 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, subject to Section 11.03 of this Eighteenth Supplemental Indenture, this Guarantee will not be discharged except by complete performance of the obligations of the Company contained in each case except as the respective Notes and the Indenture with respect to the respective Notes. 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 the Indenture 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 hereofthe 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 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 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 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 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, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the 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 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 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 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 11.3. 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 either of 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 either of the CompanyIssuers, 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 any Issuers, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either Issuers or any Guarantor, any amount paid by either Issuer 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 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 clause (i) above and this clause (ii), 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 (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 complete performance of the obligations guaranteed hereby, and (b) contained in the event of Notes, this Indenture and in this Guarantee. If any acceleration of 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 obligations as provided in Article 6 hereofHolder, such obligations (whether or not due and payable) shall (this Guarantee, to the extent permitted by applicable law) forthwith become due theretofore discharged, shall be reinstated in full force and payable by effect. Each Guarantor, if any, upon the Guarantors for the purpose execution and delivery of the Guarantees.a Guarantee pursuant to Section

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Guarantor herebyEach Subsidiary Guarantor, jointly and severally with all other Guarantors severally, hereby fully and unconditionally guarantees (if any), unconditionally and irrevocably guarantees, such guarantee to be referred to herein as a “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 that: (a)(xv) the due and punctual payment of the principal amount of, and premium, 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 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 any overdue interest, to the Notes extent lawful, of the Securities and (z) the due and punctual payment of all other amounts due from Obligations of the Company to the Holders of the Securities or the Trustee under this Indenture or the NotesCollateral Agent hereunder or thereunder 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 (bvi) 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 (v) and (vi) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 11.03. Each of the Guarantors Subsidiary Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be full and 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 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 of the Securities or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Indenture)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 iteach Subsidiary Guarantor, on the one hand, and the Holders of Notes the Securities 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 Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration against the Company in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereof6, 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 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 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 induce the Guaranteed Party to enter into a Loan and Security Agreement, dated as of April 18, 2008 (as amended, supplemented or otherwise modified from time to time, the provisions “Loan Agreement”), with Guarantor’s affiliates Residential Funding Company, LLC (“RFC”), and GMAC Mortgage, LLC (“GMAC Mortgage” and together with RFC and including any surviving entity in the event of this Article 10 a merger, amalgamation or consolidation of the same, each, an “Obligor” and to collectively, the fullest extent permitted by applicable law“Obligors”), each the 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: successors and permitted assigns from the date hereof the prompt and complete payment and performance when due (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 stated maturity, upon redemption, by acceleration or otherwise), of all existing and future obligations of the Obligor to the Guaranteed Party arising pursuant to Loan Documents, in accordance with the terms, being collectively called the “Obligations”), when the same shall be required to be performed or observed under the Loan 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”Loan Documents); and the Guarantor unconditionally and irrevocably agrees that it shall ensure an Obligor, the Guarantor or some other Person shall duly and punctually perform and observe each Obligation (b) in case provided that acceptance of any extension such other Person’s performance shall not constitute a novation of time this Guarantee). It shall not be a condition to the obligation of payment the Guarantor hereunder to guarantee and ensure the performance or renewal observance 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 law(1) For value received, each Guarantor hereby, of the Additional Guarantors hereby jointly and severally with all other Guarantors (if any), and fully and unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding Note a Security authenticated and delivered by the Trustee (including the Notes) and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of the Indenture or the Securities or the obligations of the Company or any other Guarantor 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 Securities will be duly and promptly paid in full when and as the same shall become due and payabledue, whether at maturityStated 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 Securities and (z) the due and punctual payment of all other amounts due from obligations of the Company or the Guarantor to the Holders of or the Trustee under this Indenture hereunder or thereunder (including fees, expenses or others) (collectively, the Notes“Obligations”) 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 (b) in case of any extension of time of payment or renewal of any NotesObligations (with or without notice to such Guarantor), 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. Failing payment If the Company shall fail to pay when due of due, or to perform, any amount so guaranteed Obligations, for whatever reason, each Additional Guarantor shall be jointly and severally obligated to paypay in cash, upon written demand by or to perform or cause the Trusteeperformance of, the same immediatelypromptly. Each An Event of Default under the Indenture or the Securities of a particular series shall entitle the Holders of the Guarantors hereby agrees that (Securities of such series to accelerate the Obligations of each Additional Guarantor hereunder in the same manner and to the fullest same extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of as 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 Obligations 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 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, 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 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 (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 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 Noteholder, this Indenture)Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount only. 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 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 Obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofSix, 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 Subsidiary 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(1) For value received, each Guarantor hereby, of the Guarantors hereby jointly and severally with all other Guarantors (if any), and fully and unconditionally and irrevocably guaranteesguarantee, to each Holder of an outstanding Note a Security authenticated and delivered by the Trustee (including the Notes) and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of the Indenture or the Securities or the obligations of the Company or any other Guarantor 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 Securities will be duly and promptly paid in full when and as the same shall become due and payabledue, whether at maturityStated 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 Securities and (z) the due and punctual payment of all other amounts due from obligations of the Company or the Guarantor to the Holders of or the Trustee under this Indenture hereunder or thereunder (including fees, expenses or others) (collectively, the Notes“Obligations”) 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 (b) in case of any extension of time of payment or renewal of any NotesObligations (with or without notice to such Guarantor), 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. Failing payment If the Company shall fail to pay when due of due, or to perform, any amount so guaranteed Obligations, for whatever reason, each Guarantor shall be jointly and severally obligated to paypay in cash, upon written demand by or to perform or cause the Trusteeperformance of, the same immediatelypromptly. Each An Event of Default under the Indenture or the Securities of a particular series shall entitle the Holders of the Guarantors hereby agrees that (Securities of such series to accelerate the Obligations of the Guarantor hereunder in the same manner and to the fullest same extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of as 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 Obligations 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 to the provisions of this Article 10 13 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 ofof (including any Redemption Price and any Fundamental Change Repurchase Price, and if applicable), 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 to the Holders or the Trustee hereunder or thereunder (including, without limitation, the payment and/or delivery of the cash, shares of Common Stock or combination thereof due upon conversion of the Notes and amounts due the Trustee under this Indenture or the NotesSection 7.06 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 and/or delivery, as the case may be, by the Company 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 paypay and/or deliver, upon written demand by or to perform or cause the Trusteeperformance of, 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, same 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 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 or delivered 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 1013, the maturity of certain 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 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 this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law11, each Guarantor herebyhereby unconditionally, jointly and severally with severally, on a senior subordinated basis, guarantees (each such Guarantee being a "Subsidiary Guarantee" and all other Guarantors (if any), unconditionally and irrevocably guarantees, such Guarantees being the "Subsidiary 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 Notes or this Indenture, that: (a)(xi) the due principal of and punctual payment of the principal of, interest 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 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 anyof, and interest on on, to the extent lawful, 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 Notes, thereunder 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.05 hereof. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor subject to Section 11.05 hereof, the Guarantors shall be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each Guarantor agrees that this is a guarantee of the Guarantors payment and not a guarantee of collection. Each 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 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 (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 to the provisions of this Article 10 and to the fullest extent permitted by applicable law11, each Guarantor herebyhereby unconditionally, jointly and severally with severally, on a senior subordinated basis, guarantees (each such Guarantee being a "Subsidiary Guarantee" and all other Guarantors (if any), unconditionally and irrevocably guarantees, such Guarantees being the "Subsidiary 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 Notes or this Indenture, that: (a)(xi) the due principal of and punctual payment of the principal of, interest 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 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 anyof, and interest on on, to the extent lawful, 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 Notes, thereunder 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.05 hereof. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor subject to Section 11.05 hereof, the Guarantors shall be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each Guarantor agrees that this is a guarantee of the Guarantors payment and not a guarantee of collection. Each 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 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 the Subsidiary Guarantees will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Indenture and in the Subsidiary Guarantees. If any Holder of Notes or the Trustee is required by this Indenture). Each Guarantee is a guarantee 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 of payment Notes, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and not of collectioneffect. Each Guarantor hereby agrees (that they shall not be entitled to any right of subrogation in relation to the fullest extent permitted by applicable law) Holders of the Notes in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees 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 Subsidiary 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 (by) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof6, 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 Subsidiary Guarantees. The Guarantors shall have the right to contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee. The Notes will not be guaranteed by any present or future Subsidiary that is not a Domestic Restricted Subsidiary or any Unrestricted Subsidiary.

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 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 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 obligations of the Issuers and all other obligations of the other Guarantors (including under the Note Guarantees and the Security Documents), in each case, to the Holders, the Trustee or the Collateral Agent hereunder or thereunder (including amounts due from the Company to the Holders or 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 or the Security Documents, 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 Issuers. 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, 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 CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, 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 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, 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 and to the fullest extent permitted by applicable law11, each 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 and Additional 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 any interest and as the same shall become due and payableAdditional 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 circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor, subject to the provisions of this Article 11. 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 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 Trustee, 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 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 Obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofSix, 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 Each Guarantor hereby unconditionally guarantees, on a senior subordinated secured 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 that: (a)(xi) the due and punctual payment principal 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) any related tax gross-up amounts payable under the due Tax Agreements 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 punctual payment interest on the overdue principal, if any, interest on any interest, and Additional Interest, if any, to the extent lawful, of the Notes and 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. 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 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 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 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 Subsidiary Guarantor fully and to the fullest extent permitted by applicable law, each Guarantor herebyunconditionally, 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 shall 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 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, 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 11.4. Each of the Guarantors hereby Subsidiary Guarantor 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, 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 (and covenants that this Guarantee shall 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 or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any Custodian 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 Noteholder, this Indenture)Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount only. 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, 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 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 Obligations Guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofVI, 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 Subsidiary Guarantor for the purpose of the Guaranteesthis Guarantee.

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 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 11.03. 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 Securityholder 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 Securityholder, 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 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 (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 handwhatsoever, and the Holders covenants that no Guarantee will be discharged as to any such Security except by payment in full 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 all amounts due in respect of the obligations guaranteed hereby, such Security 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 complete performance of the Guaranteesall other obligations contained in such Security and this Indenture.

Unconditional Guarantee. Subject to the provisions Each Guarantor by executing a counterpart of this Article 10 Indenture or a supplemental indenture as provided in Section 4.16 hereby unconditionally guarantees (each, a "Guarantee"), on an unsecured 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 successorsTrustee, 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 overdue installment of 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 the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders 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 maturity, by acceleration, upon redemption, by acceleration purchase pursuant to Article III 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 Company, any and action to enforce the same, same or any other circumstance (other than performance) 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 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.in

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 (each such guarantee to be referred to herein as a “Guarantee”) on a senior basis to each Holder of an outstanding Note authenticated and delivered by the Trustee Notes and to the Trustee and its successorssuccessors and assigns, that: (a)(xi) the due principal of and punctual payment of interest (including additional interest and Special Interest as defined in the principal ofNotes), if any) on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Maturity, by acceleration, by redemption or otherwise and premiuminterest on the overdue principal, if any, and interest on the Notes when any interest (including additional interest and Special Interest 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 defined in the last paragraph Notes) 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 maturity, upon redemptionstated Maturity, by acceleration acceleration, by redemption or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated subject, however, to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 11.04. 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 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, subject to Section 11.03, this Guarantee will not be discharged except by complete performance of the obligations of the Company contained in each case except as the respective Notes and this Indenture with respect to the respective Notes. 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 Maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture 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 hereofthis 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 each Guarantor for the purpose of the Guaranteesthis Guarantee.

Unconditional Guarantee. Subject Each Guarantor hereby unconditionally, jointly and severally, guarantees (such guarantee to be referred to herein as the provisions “Guarantee”) to each of this Article 10 the Lenders and to the fullest extent permitted by applicable lawAgent and their respective successors and assigns, 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 successorsthat: (a)(xa) the due principal of and punctual payment of interest on the principal ofLoans 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 Loans 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 Lenders or the Trustee under this Indenture Agent 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 (b) in case of any extension of time of payment or renewal of any Notesof the Loans 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 (a) and (b) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 9.5. 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 Loans or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Lenders 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 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 Loans, this Agreement and in this Guarantee. If any Lender or the Agent 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 Agent or such Lender, 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 Lenders and the TrusteeAgent, on the other hand, (a1) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Section 7 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 (b2) in the event of any acceleration of such obligations as provided in Article 6 hereofSection 7, 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 (a) In consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawSection 1.01(c) hereof, each Guarantor hereby, jointly irrevocably and severally with all other Guarantors (if any), unconditionally guarantees and irrevocably guarantees, agrees to be liable to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee Collateral Agent and its successorssuccessors and assigns, irrespective of the validity and enforceability of the Notes or the Obligations of Newcup under the Note Purchase Agreement or the Notes, that: (a)(xa) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes shall be duly and punctually paid in full when and as the same shall become due and payabledue, whether at maturity, upon redemptionredemption (whether upon a Newcup Change of Control, an Equity Realization Event or otherwise), 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 the Company Obligations of Newcup to the Holders or the Trustee Collateral Agent hereunder or thereunder (including amounts due the Collateral Agent under this Indenture Section 9 of the Note Purchase Agreement, Section 16.12 of the Pledge Agreement and Article Eight hereof), 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 of Newcup, 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, for whatever reason, each Guarantor the Company shall be 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 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 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 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 11.3. 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 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 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 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 10.03. 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 the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the Subsidiary 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 (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 for the purpose of the Guarantees.shall

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Guarantor herebyEach Subsidiary Guarantor, jointly and severally with all other Guarantors severally, hereby unconditionally guarantees (if any), unconditionally and irrevocably guarantees, such guarantee to be referred to herein as a “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 that: (a)(xi) the due and punctual payment of the principal amount of, and premium, 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 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 any overdue interest, to the Notes extent lawful, of the Securities and (z) the due and punctual payment of all other amounts due from Obligations of the Company to the Holders of the Securities 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 10.03. 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 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 of the Securities or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Indenture)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 iteach Subsidiary Guarantor, on the one hand, and the Holders of Notes the Securities 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 against the Company 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 Subsidiary Guarantor for the purpose of the Guaranteesthis Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 Each Guarantor 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 Each Guarantor herebyhereby unconditionally, jointly and severally with all other Guarantors severally, guarantees (if anysuch guarantee to be referred to herein as the "Guarantee"), unconditionally as a primary obligor and irrevocably guaranteesnot a surety, 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 principal of and interest on the Securities (including without limitation, interest that, but for the filing of a petition in bankruptcy with respect to the Company or any Guarantor, would have accrued, whether or not a claim is allowed against such Person for such interest in any such bankruptcy proceeding) will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise (including amounts that would become due and punctual payment but for the operation of the principal ofautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. ss. 362(a)) 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 and the Notes (collectively, the “Guarantee Obligations”)hereof; 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.04. Failing Upon failure of payment when due of any amount so guaranteed for whatever reason, each Guarantor shall will be obligated to pay, upon written demand by the Trustee, pay the same immediately. 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, this Indenture or this Indenturethe obligations of the Company or any other Guarantor hereunder or thereunder, 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, 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 CompanyCompany or any other Guarantor, 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 Securityholder 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 Securityholder, 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 Guaranteesthis Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Each Guarantor hereby, hereby unconditionally jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guarantees, to guarantees for the benefit of each Holder of an outstanding Note authenticated the full and delivered by the Trustee and to the Trustee and its successors: (a)(x) the due and punctual prompt payment of the principal of, and premium, if any, and interest on the Notes when and as the same shall become due and payabledue, whether at maturity, upon redemptionmaturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all of the Obligations of the Issuers (y) including, without limitation, interest accruing following an Insolvency Event of any Issuer, at the applicable rate specified in this Agreement and the Notes, whether or not such interest is allowed as a claim in bankruptcy). At any time after the occurrence and during the continuance of an Event of Default, each Guarantor shall pay to each Holder, on demand and in immediately available funds, the full amount of the Obligations of the Issuers (including any portion thereof which is not yet due and punctual payment payable). Each Guarantor further agrees to pay to each Holder, on demand and in immediately available funds, (a) all losses, fees, costs and expenses (including, without limitation, all court costs and reasonable attorneys' and paralegals' fees, costs and expenses) paid or incurred by any Holder in: (i) enforcing or defending such Person's rights under or in respect 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 premiumthis Agreement, if any, and interest on the Notes and any other Note Document and (zii) in collecting all or any part of the due and punctual payment Obligations of all other amounts due from the Company to the Holders Issuers 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”); Guarantors and (b) in case of any extension of time of payment or renewal of any Notes, interest on (i) the due and punctual payment Obligations 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 Issuers which might otherwise do not 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 handinterest, (aii) 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 Obligations of the GuaranteesIssuers which constitute interest, and (iii) the expenses described in clause (a) above, from the date of ---------- demand hereunder until paid in full at the Default Rate. Each Guarantor hereby agrees that its guaranty under this Article III is an absolute guaranty of ----------- payment and is not a guaranty of collection.

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.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawEach Guarantor hereby unconditionally guarantees, each Guarantor hereby, on a senior subordinated basis jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guaranteessubordinated to Guarantor Senior Debt on the same basis as the Notes are subordinated to Senior Debt, 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 11.3. 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 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 (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 and to the fullest extent permitted by applicable law(1) For value received, each Guarantor hereby, of the Additional Guarantors hereby jointly and severally with all other Guarantors (if any), and fully and unconditionally and irrevocably guaranteesguarantee, to each Holder of an outstanding Note a Security authenticated and delivered by the Trustee (including the Notes) and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of the Indenture or the Securities or the obligations of the Company or any other Guarantor 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 Securities will be duly and promptly paid in full when and as the same shall become due and payabledue, whether at maturityStated 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 Securities and (z) the due and punctual payment of all other amounts due from obligations of the Company or the Guarantor to the Holders of or the Trustee under this Indenture hereunder or thereunder (including fees, expenses or others) (collectively, the Notes“Obligations”) 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 (b) in case of any extension of time of payment or renewal of any NotesObligations (with or without notice to such Guarantor), 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. Failing payment If the Company shall fail to pay when due of due, or to perform, any amount so guaranteed Obligations, for whatever reason, each Guarantor shall be jointly and severally obligated to paypay in cash, upon written demand by or to perform or cause the Trusteeperformance of, the same immediatelypromptly. Each An Event of Default under the Indenture or the Securities of a particular series shall entitle the Holders of the Guarantors hereby agrees that (Securities of such series to accelerate the Obligations of the Guarantor hereunder in the same manner and to the fullest same extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of as 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 Obligations 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 to Each of the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Guarantor herebyGuarantors unconditionally guarantees, jointly and severally with all other Guarantors severally, (if anysuch guarantees to be referred to herein as the “Guarantees”), unconditionally and irrevocably guarantees, 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 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 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, 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 the Guarantees will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Indenture and in the Guarantees. If any Noteholder, the Trustee or any Paying Agent is required by this Indenture). Each Guarantee is a guarantee of payment any court or otherwise to return to the Company, any Guarantor, or any Custodian acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Paying Agent or Noteholder, the Guarantees, 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 itthe 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, 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 such Guarantees. Notwithstanding the Guaranteesforegoing, each Guarantee hereunder is limited in amount to an amount not to exceed the maximum amount that can be guaranteed by such Guarantor without rendering such Guarantee, as it relates to such Guarantor, void or voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer or other similar laws affecting the rights of creditors generally.

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 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 successors: successors and assigns, the Notes and the Obligations of the Company hereunder, thereunder and under the Pledge Agreement, and that (a)(xwithout limiting the generality of the foregoing): (i) 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 thereof; (collectively, the “Guarantee Obligations”); 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 otherwise and (iii) the obligations of any amount so guaranteed for whatever reason, each Guarantor the Company and its Subsidiaries under the Collateral Document shall be obligated performed in accordance with the terms thereof; subject, however, in the case of clauses (i) and (ii) above, to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 10.5. 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 Notes, this Indenture or this Indenturethe Collateral Document, as the case may be, 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 complete performance of the obligations contained in each case except as the Notes, this Indenture, the Collateral Document and in this Guarantee. If any Noteholder 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 Noteholder, 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 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 hereof6, 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 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 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 to the Holders 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 by the Company 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. 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 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 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 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) notwith- standing 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 Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the holders under the Note Guarantees.

Unconditional Guarantee. Subject For valuable consideration, receipt whereof is hereby acknowledged, and to induce the Banks to make Advances to each of the Borrowers, each Domestic Borrower hereby unconditionally guarantees to the provisions of this Article 10 Banks 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 Administrative Agent that the principal of, and premium, if any, of and interest on the Notes each Advance and all other amounts payable by each other Borrower hereunder shall be promptly paid in full when and as the same shall become due and payable, (whether at stated 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 hereof and thereof, and, in the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment payment, in whole or renewal of any Notesin part, the that all such amounts shall be promptly paid when due and punctual payment of the Guarantee Obligations (whether at stated maturity, by acceleration or otherwise) in accordance with the terms of such extension. In addition, each Domestic Borrower hereby unconditionally agrees that upon default in the extension or renewal, payment when due (whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due ) of any amount so guaranteed for whatever reasonof such principal, interest or other amounts, such Domestic Borrower shall forthwith pay the same. Without limiting the generality of the foregoing, each Guarantor Domestic Borrower's liability shall be obligated extend to pay, upon written demand by the Trustee, the same immediately. Each all amounts that constitute part 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 GuarantorBorrower guaranteed under this Article VII and that would be owed by any such other Borrower to any Bank or the Administrative Agent under this Agreement or the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding the foregoing, the recovery liability of any judgment each Domestic Borrower under the foregoing guarantee shall at no time exceed the maximum amount of liability which could be asserted 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, such Domestic Borrower hereunder without (a) subject to this Article 10, rendering such Domestic Borrower "insolvent" within the maturity meaning of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes Section 101(32) of the GuaranteesBankruptcy Code, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect Section 2 of the obligations guaranteed herebyUniform Fraudulent Transfer Act (the "UFTA") or Section 2 of the Uniform Fraudulent Conveyance Act (the "UFCA"), and (b) in leaving such Domestic Borrower with unreasonably small capital or assets, within the event meaning of any acceleration Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such obligations Domestic Borrower unable to pay its debts as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith they become due and payable by within the Guarantors for the purpose meaning of Section 548 of the GuaranteesBankruptcy Code, Section 4 of the UFTA or Section 6 of the UFCA.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Guarantor herebyEach Subsidiary Guarantor, jointly and severally with all other Guarantors severally, hereby fully and unconditionally guarantees (if any), unconditionally and irrevocably guarantees, such guarantee to be referred to herein as a “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 that: (a)(xA) the due and punctual payment of the principal amount of, and premium, 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 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 any overdue interest, to the Notes extent lawful, of the Securities and (z) the due and punctual payment of all other amounts due from Obligations of the Company to the Holders of the Securities or the Trustee under this Indenture or the NotesCollateral Agent hereunder or thereunder 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 (bB) 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 (A) and (B) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 11.03. Each of the Guarantors Subsidiary Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be full and 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 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 of the Securities or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Indenture)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 iteach Subsidiary Guarantor, on the one hand, and the Holders of Notes the Securities 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 Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration against the Company in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereof6, 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 Guarantee.

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 severally, guarantees of a senior unsecured basis (if any), unconditionally and irrevocably guarantees, 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 that: (a)(xi) the due and punctual payment 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 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 any overdue interest, to the extent lawful, of the Notes and (z) the due and punctual payment of all other amounts due from Obligations of the Company to the Holders of the Notes 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 10.4. 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 75 69 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 of the Notes or the Trustee is required by any court or otherwise to return to the Company or 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 the 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 Obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations 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 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 unconditionally and irrevocably guarantees, to each Holder as a primary obligor and not merely as a surety, for the benefit of an outstanding Note authenticated the Holders of the Securities, all the obligations of the Company under the Indenture and delivered by the Trustee and to the Trustee and its successors: (a)(x) Securities, including the due and punctual payment of the principal of, of (and premium, if any, ) and interest on the Notes Securities (including any additional interest or other amounts payable in accordance with the terms of the Securities) together with any other amount as may be owed from time to time by the Company under the Indenture where, when and as the same shall become due and payable, whether at maturity, upon redemptionacceleration, 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 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 otherwise in accordance with the terms of the Securities. The Guarantor hereby waives presentment, demand for payment, protest and acceptance of this guarantee and all notices to any person (whether of nonpayment, dishonor, protest, extension of credit to the debtor or renewalof other matters referred to in the Indenture, or otherwise) with respect to the Securities or the Indenture or any other related agreement or instrument. If the Company fails punctually to pay any such principal (and premium, if any) or interest, 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 redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, each the stated The 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) this guarantee is an absolute, present and continuing guarantee of payment and not of collectability and that its obligations hereunder shall be unconditional, irrespective of the validity, regularity legality or enforceability of the Notes Securities or this the Indenture, the absence of any action to enforce the samesame or to collect from the Company, any waiver or consent by any Holder the holder of the Notes Securities with respect to any the provisions hereof or thereof, any release of any other Guarantor, and the recovery of any judgment against the Company, Company or any action to enforce the same, same or any other circumstance which that might otherwise constitute result in a legal or equitable discharge or defense of a Guarantorguarantor. Each The Guarantor hereby waives (shall be subrogated to the fullest extent permitted by applicable law) the benefit all rights 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 any Security 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 the Guarantee; 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 right of subrogation until the principal of and payable) interest on all Securities issued hereunder shall (to have been paid in full. This guarantee shall bind the extent permitted by applicable law) forthwith become due Guarantor and payable by the Guarantors for the purpose its successors and assigns. This guarantee constitutes a direct, unconditional and unsecured obligation of the GuaranteesGuarantor.

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 11.3. 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 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 insol- vency 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 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 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 X hereof.

Unconditional Guarantee. Subject to Each of the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Guarantor herebyGuarantors unconditionally guarantees, jointly and severally with all other Guarantors severally, (if anysuch guarantees to be referred to herein as the "Guarantees"), unconditionally and irrevocably guarantees, 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 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 108 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 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, 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 the Guarantees will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Indenture and in the Guarantees. If any Noteholder, the Trustee or any Paying Agent is required by this Indenture). Each Guarantee is a guarantee of payment any court or otherwise to return to the Company, any Guarantor, or any Custodian acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Paying Agent or Noteholder, the Guarantees, 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 itthe 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, 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 such 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 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 to the Holders 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 by the Company 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. 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 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 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 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 this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the holders under the Note Guarantees.

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 and to the fullest extent permitted by applicable law(1) For value received, each Guarantor hereby, of the Guarantors hereby jointly and severally with all other Guarantors and fully and unconditionally guarantees (if anyeach a “Guarantee”), unconditionally and irrevocably 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, irrespective of the validity and enforceability of this Indenture or the Securities or the obligations of the Company or any other Guarantor 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 Securities will be duly and promptly paid in full when and as the same shall become due and payabledue, whether at maturityStated 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 Securities and (z) the due and punctual payment of all other amounts due from obligations of the Company or the Guarantor to the Holders of or the Trustee under this Indenture hereunder or thereunder (including fees, expenses or others) (collectively, the Notes“Obligations”) 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 (b) in case of any extension of time of payment or renewal of any NotesObligations (with or without notice to such Guarantor), 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. Failing payment If the Company shall fail to pay when due of due, or to perform, any amount so guaranteed Obligations, for whatever reason, each Guarantor shall be jointly and severally obligated to paypay in cash, upon written demand by or to perform or cause the Trusteeperformance of, the same immediatelypromptly. Each An Event of Default under this Indenture or the Securities of a particular series shall entitle the Holders of the Guarantors hereby agrees that (Securities of such series to accelerate the Obligations of the Guarantor hereunder in the same manner and to the fullest same extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of as 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 Obligations 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 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 108 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 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 10.03. 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 Securityholder 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 Securityholder, 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 the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the Subsidiary 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 (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 Subsidiary Guarantor for the purpose of the Subsidiary Guarantees. A Subsidiary Guarantee shall not become valid or obligatory for any purpose with respect to a Security unless the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee.

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 - 109 - 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.