Common use of Unconditional Guarantee Clause in Contracts

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionally, jointly and severally, guarantees (such guarantee to be referred to herein as the "Guarantee"), subject to Article Twelve, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Securities or the Obligations of the Company hereunder or thereunder, that: (i) the principal of and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Securities and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.05. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives 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 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 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, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Seven, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionallySubject to the provisions of this Article Thirteen, each of the Guarantors hereby, jointly and severally, guarantees unconditionally and irrevocably guarantees, on a senior basis, except as described in Section 6.12 (such guarantee to be referred to herein as the a "Guarantee"), subject to Article Twelve, to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the Obligations obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (ia) the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on any interestthe Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent lawfulpermitted by law) interest, of if any, on the Securities and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder will (including 121 amounts due the Trustee under Section 7.07 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities or any of any such other obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Company to the Holders under this Indenture or under the Securities, howeverfor whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Company. Each Subsidiary Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same same, 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 guarantorGuarantor. Each Subsidiary Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee will shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary such Guarantor, any amount paid by the Company or any Subsidiary such Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) subject to this Article Eleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Six hereof for the purposes of this Guarantee, notwithstanding any stay, injunction 122 or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenSix hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata based on the net assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionally, jointly and severally, guarantees (each such guarantee being referred to be herein as this "Subsidiary Guarantee," with all such guarantees being referred to herein as the "GuaranteeSubsidiary Guarantees"), subject to Article Twelve, ) to each Holder of a Security Securities authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Securities or the Obligations full and prompt performance of the Company hereunder or thereunder, Company's obligations under this Indenture and the Securities and that: : (ia) the principal of (and premium, if any, on) and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration acceleration, redemption or otherwise otherwise, and interest on the overdue principalprincipal of and interest on the Securities, if any, and interest on any interest, to the extent lawful, of the Securities and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (iib) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturityStated Maturity, by acceleration or otherwise, ; subject, however, in the case of clauses (ia) and (iib) above, to the limitations set forth in Section 11.0513.4 hereof. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall shall, to the extent permitted by law, be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives waives, to the extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Subsidiary Guarantee. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Seven, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.and

Unconditional Guarantee. Each Restricted Subsidiary that hereafter becomes a Subsidiary Guarantor hereby shall unconditionally, jointly and severally, guarantees guarantee (each such guarantee to be referred to herein as a "Subsidiary Guarantee," with all such guarantees being referred to herein as the "GuaranteeSubsidiary Guarantees"), subject to Article Twelve, ) to each Holder of a Security Securities authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Securities or the Obligations full and prompt performance of the Company hereunder or thereunder, Company's obligations under this Indenture and the Securities and that: : (ia) the principal of (or premium, if any, on) and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration acceleration, redemption or otherwise otherwise, and interest on the overdue principalprincipal of and interest on the Securities, if any, and interest on any interest, to the extent lawful, of the Securities and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (ia) and (iib) above, to the limitations set forth in Section 11.0512.4 hereof. Each Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. The obligations of each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives shall waive 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 shall covenant that this its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this the Subsidiary Guarantee. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. No Subsidiary Guarantor shall be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed by the Subsidiary Guarantee until payment in full of all obligations guaranteed thereby. Each Subsidiary Guarantor shall further agrees agree that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby by the Subsidiary Guarantee may be accelerated as provided in Article Seven IV hereof for the purposes of this the Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyby the Subsidiary Guarantee, and (yii) in the event of any acceleration of such obligations as provided in Article SevenIV hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this the Subsidiary Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionally, jointly and severally, guarantees (such guarantee to be referred to herein as the "Guarantee"), subject to Article Twelve, ) to each Holder of a Security Securities authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Securities or the Obligations full and prompt performance of the Company hereunder or thereunder, Company's obligations under this Indenture and the Securities and that: : (i1) the principal of and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration acceleration, redemption or otherwise otherwise, and interest on the overdue principalprincipal of and interest on the Securities, if any, and interest on any interest, to the extent lawful, of the Securities and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (ii2) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, the that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i1) and (ii2) above, to the limitations set forth in Section 11.0511.04. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives 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, notice of intent to accelerate, notice of acceleration, and all other notices and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article SevenSix, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee. The Company agrees to cause each Person (other than an Unrestricted Subsidiary) that shall become a Material Subsidiary after the date of this Indenture to execute and deliver a supplement to this Indenture pursuant to which such Person will guarantee the payment of the Securities on the same terms and conditions as the Guarantees by the Subsidiary Guarantors.

Unconditional Guarantee. Each Subsidiary Subject to the provisions of this Article Eleven, each Guarantor hereby unconditionallyhereby, jointly and severally, guarantees (such guarantee to be referred to herein as the "Guarantee")fully and unconditionally guarantees, subject to Article Twelveon a senior subordinated basis, to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the Securities validity and enforceability of this Indenture, the Notes or the Obligations obligations of the Company Issuers or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (i) (A) the due and punctual payment of the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on any interestthe Notes when and as the same shall become due and payable, whether at maturity, upon redemption or repurchase, by acceleration or otherwise, (B) the due and punctual payment of interest on the overdue principal and (to the extent lawfulpermitted by law) interest, if any, on the Notes and (C) the due and punctual payment and performance (within applicable grace periods hereunder) of all other obligations of the Securities Issuers and all other obligations of the Company other Guarantors (including under the Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed(including amounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (ii) in case of any extension of time of payment or renewal of any Securities Notes or any of any such other obligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Issuers to the Holders under this Indenture or under the Notes, howeverfor whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors thereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05. Each Subsidiary Guarantor hereby agrees that its same extent as the obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives 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 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 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, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Seven, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this GuaranteeIssuers.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionallySubject to the provisions of this Article XI, each of the Guarantors hereby, jointly and severally, guarantees unconditionally and irrevocably guarantees, on a senior subordinated basis (such guarantee guarantees to be referred to herein as the a "Guarantee"), subject to Article Twelve, ) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the Obligations obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (ia) the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on any interestthe Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent lawfulpermitted by law) interest, of if any, on the Securities and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 7.7) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities or any of any such other obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Company to the Holders under this Indenture or under the Securities, howeverfor whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under the Guarantees, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Company. Each Subsidiary Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same same, 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 guarantorGuarantor. Each Subsidiary Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee will shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guaranteethe Guarantees. Each Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary such Guarantor, any amount paid by the Company or any Subsidiary such Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) subject to this Article XI, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven VI for the purposes of this Guaranteethe Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenVI, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of the Guarantees. No stockholder, officer, director, manager or employee, past, present or future, of any Guarantor, as such, shall have any personal liability under such Guarantor's Guarantee by reason of his, her or its status as such stockholder, officer, director, manager or employee. The obligations of each Guarantor to the Holders of the Securities and to the Trustee pursuant to the Guarantee of such Guarantor and this GuaranteeIndenture 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 XII.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionallySubject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally, guarantees unconditionally and irrevocably guarantees, on a senior subordinated basis (such guarantee guarantees to be referred to herein as the "“Guarantee"), subject to Article Twelve, ”) to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the Securities validity and enforceability of this Indenture, the Notes or the Obligations obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (ia) the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on the Notes (and any interestAdditional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent lawfulpermitted by law) interest, of if any, on the Securities Notes and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 7.07 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities Notes or any of any such other obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Company to the Holders under this Indenture or under the Notes, howeverfor whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Company. Each Subsidiary Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities 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, whether or not a Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee will shall not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture and in this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary such Guarantor, any amount paid by the Company or any Subsidiary such Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xa) subject to this Article Eleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Six hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenSix hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Restricted Subsidiary Guarantor hereby that hereafter executes and delivers a supplemental indenture in the manner provided in Section 9.12(a) hereof shall thereby unconditionally, jointly and severally, guarantees guarantee (each such guarantee to be referred to herein as a "Subsidiary Guarantee," with all such guarantees being referred to herein as the "GuaranteeSubsidiary Guarantees"), subject to Article Twelve, ) to each Holder of a Security Securities authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Securities or the Obligations full and prompt performance of the Company hereunder or thereunder, Company's obligations under this Indenture and the Securities and that: : (ia) the principal of (or premium, if any, on) and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration acceleration, redemption or otherwise otherwise, and interest on the overdue principalprincipal of and interest on the Securities, if any, and interest on any interest, to the extent lawful, of the Securities and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (iib) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturityStated Maturity, by acceleration or otherwise, ; subject, however, in the case of clauses (ia) and (iib) above, to the limitations set forth in Section 11.0512.4 hereof. Each Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. The obligations of each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives shall waive 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 shall covenant that this its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this the Subsidiary Guarantee. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. No Subsidiary Guarantor shall be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed by the Subsidiary Guarantee until payment in full of all obligations guaranteed thereby. Each Subsidiary Guarantor shall further agrees agree that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby by the Subsidiary Guarantee may be accelerated as provided in Article Seven IV hereof for the purposes of this the Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyby the Subsidiary Guarantee, and (yii) in the event of any acceleration of such obligations as provided in Article SevenIV hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this the Subsidiary Guarantee.

Unconditional Guarantee. Each Subsidiary Subject to this Article 11, each Guarantor hereby unconditionally, jointly and severally, guarantees (such guarantee to be referred to herein as the "GuaranteeGUARANTEE"), subject to Article Twelve, ) to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Securities Notes or the Obligations obligations of the Company hereunder or thereunder, that: (i) the principal of and interest and Additional Interest on the Securities Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interestinterest and Additional Interest, to the extent lawful, of the Securities Notes and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities Notes or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.05. Each Subsidiary Guarantor hereby agrees that its obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor, subject to the provisions of this Article 11. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture and in this Guarantee. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effecteffect as to such amount only. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Seven Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article SevenSix, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor (a) Notwithstanding any provision of this Article XIV to the contrary, the provisions of this Article XIV shall be applicable only to, and inure solely to the benefit of, the Debt Securities of any series designated, pursuant to Section 2.03, as entitled to the benefits of the Guarantee of each of the Guarantors. (b) For value received, each of the Guarantors hereby unconditionallyfully, jointly unconditionally and severally, absolutely guarantees (such guarantee the “Guarantee”) to be referred to herein as the "Guarantee"), subject to Article Twelve, to each Holder of a Security authenticated and delivered by the Trustee Holders and to the Trustee the due and its successors and assigns, the Securities or the Obligations punctual payment of the Company hereunder or thereunderprincipal of, that: (i) the principal of and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on any interest, to the extent lawful, of the Debt Securities and all other obligations amounts due and payable under this Indenture and the Debt Securities by the Partnership, when and as such principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity or by declaration of the Company acceleration, call for redemption or otherwise, according to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewalDebt Securities and this Indenture, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.0514.03 and (ii) in the case of the Guarantee of the Subordinated Debt Securities, to the subordination provisions contained in Article XII. (c) Failing payment when due of any amount guaranteed pursuant to the Guarantee, for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately, subject, in the case of the Guarantee of the Subordinated Debt Securities, to the subordination provisions contained in Article XII. The Guarantee hereunder (other than the Guarantee of Subordinated Debt Securities) is intended to be a general, unsecured, senior obligation of each of the Guarantors and will rank pari passu in right of payment with all Debt of each Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee. Each Subsidiary Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities Debt Securities, the Guarantee (including the Guarantee of any other Guarantor) or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Debt Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyPartnership or any other Guarantor, or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantorany of the Guarantors. Each Subsidiary of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Debt Securities, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.04, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Partnership or any other Guarantor. (d) The obligations of each of the Guarantors under this Article XIV shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (A) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Partnership or any of the Guarantors contained in the Debt Securities or this Indenture, (B) any impairment, modification, release or limitation of the liability of the Partnership, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (C) the assertion or exercise by the Partnership, any of the Guarantors or the Trustee of any rights or remedies under the Debt Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (D) the assignment or the purported assignment of any property as security for the Debt Securities, including all or any part of the rights of the Partnership or any of the Guarantors under this Indenture, (E) the extension of the time for payment by the Partnership or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Debt Securities or this Indenture or of the time for performance by the Partnership or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (F) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Partnership or any of the Guarantors set forth in this Indenture, (G) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Partnership or any of the Guarantors or any of their respective assets, or the disaffirmance of the Debt Securities, the Guarantee or this Indenture in any such proceeding, (H) the release or discharge of the Partnership or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (I) the unenforceability of the Debt Securities, the Guarantee or this Indenture or (J) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Guarantee) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (e) Each of the Guarantors hereby (A) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyPartnership or any of the Guarantors, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever whatsoever, (B) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (C) covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If Each of the Guarantors further agrees that if at any Securityholder time all or the Trustee is required any part of any payment theretofore applied by any court or otherwise to return Person to the Company, any Subsidiary GuarantorGuarantee is, or must be, rescinded or returned for any custodianreason whatsoever, trusteeincluding without limitation, liquidator the insolvency, bankruptcy or other similar official acting in relation to reorganization of the Company Partnership or any Subsidiary Guarantorof the Guarantors, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Securityholder, 106 -98- this GuaranteeGuarantee shall, to the extent theretofore dischargedthat such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (f) Each of the Guarantors shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and subrogated to all rights of the Holders and the Trustee, on Trustee against the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration Partnership in respect of any amounts paid by such Guarantor pursuant to the obligations guaranteed herebyprovisions of this Indenture, and (y) in the event of provided, however, that such Guarantor, shall not be entitled to enforce or to receive any acceleration of such obligations as provided in Article Sevenpayments arising out of, or based upon, such obligations (whether right of subrogation until all of the Debt Securities and the Guarantee shall have been paid in full or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guaranteedischarged.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionallySubject to the provisions of this Section 2, each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees (such guarantee to be referred to herein as the "Guarantee"), subject to Article Twelve, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee for the benefit of the Holders, irrespective of the validity and its successors and assigns, enforceability of the Securities Loan Agreement or the Obligations obligations of the Company or any other Guarantors to the Trustee hereunder or thereunder, thatthe full and prompt payment of: (ia) the principal of and interest redemption premium, if any, on the Securities will be promptly paid in full Series 2025B Bonds when due, subject to any applicable grace period, and as the same shall become due (whether at maturity, by acceleration acceleration, call for redemption or otherwise and otherwise); (b) the interest on the overdue principalSeries 2025B Bonds when and as the same shall become due; (c) the purchase price of Series 2025B Bonds tendered or deemed tendered for purchase pursuant to Sections 2.04, if any4.06, 4.08 or 4.09 of the Indenture; and (d) all amounts allocable to the Series 2025B Bonds due or to become due from the Company under Sections 4.02(a) and 4.02(b) of the Loan Agreement (collectively, the “Guaranteed Obligations”). Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company under the Series 2025B Bonds, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. A Loan Default Event under the Loan Agreement with respect to the Series 2025B Bonds shall constitute an event of default under this Guaranty, and interest on any interest, shall entitle the Trustee to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent lawful, of as the Securities and all other obligations of the Company to under the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.05Loan Agreement. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this IndentureLoan Agreement, the absence of any action to enforce the same, any waiver or consent by release of any Holder of the Securities with respect to any provisions hereof or thereofother Guarantor, the recovery of any judgment against the Company, any action to enforce the same same, whether or not this Guaranty is affixed to the Loan Agreement or the Series 2025B Bonds, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorsuch Guarantor (other than the defense of payment). Each Subsidiary To the fullest extent permitted by applicable law, each 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 Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will Guaranty shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture Guaranteed Obligations. This Guaranty is a guarantee of payment and in this Guaranteenot of collection. If any Securityholder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Company or to a Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary a Guarantor, any amount paid by the Company or any Subsidiary a Guarantor to the Trustee or such SecurityholderTrustee, 106 -98- this GuaranteeGuaranty, to the extent theretofore theretofor discharged, shall be reinstated in full force and effect, subject to Section 8 hereof. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders and the Trustee, on the other hand, (xa) subject to the other provisions of this Guaranty, the maturity of the obligations guaranteed hereby Series 2025B Bonds may be accelerated as provided in Article Seven Section 7.02 of the Loan Agreement for the purposes of this GuaranteeGuaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebySeries 2025B Bonds, and (yb) in the event of any acceleration of such obligations the Series 2025B Bonds as provided in Article SevenSection 7.02 of the Loan Agreement, such obligations the Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary the Guarantor for the purpose of this GuaranteeGuaranty. Each Guarantor agrees to make immediate payment to the Trustee of all Guaranteed Obligations owing or payable to Trustee upon receipt of a demand for payment therefor by the Trustee to the Guarantor in writing.

Unconditional Guarantee. Each Subsidiary Subject to the provisions of this Article Eleven, each Guarantor hereby unconditionallyhereby, jointly and severally, guarantees unconditionally and irrevocably guarantees, on a senior basis (such guarantee to be referred to herein as the a "Guarantee"), subject to Article Twelve, ) to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the Securities va- lidity and enforceability of this Indenture, the Notes or the Obligations obligations of the Company Issuer or any other Guarantor to the Holders or the Trustee hereunder or thereunder, that: (ia) the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on the Notes (and any interestAdditional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent lawfulpermitted by law) interest, of if any, on the Securities Notes and all other obligations of the Company Issuer or the Guarantor to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 7.07 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities Notes or any of any such other obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Notes, howeverfor whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Issuer. Each Subsidiary Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities 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 same, whether or not a Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor To the fullest extent permitted by law, each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that this its Guarantee will shall not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture and in this Guarantee. The Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or any Subsidiary such Guarantor, any amount paid by the Company Issuer or any Subsidiary such Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xa) subject to this Article Eleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Six hereof for the purposes of this the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenSix hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata based on the net assets of each Guarantor determined in accordance with GAAP.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionallySubject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally, guarantees unconditionally and irrevocably guarantees, on a senior subordinated basis (such guarantee guarantees to be referred to herein as the a "Guarantee"), subject to Article Twelve, ) to each Holder of a Security authenticated and --------- delivered -117- by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the Obligations obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (ia) the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on any interestthe Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent lawfulpermitted by law) interest, of if any, on the Securities and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 7.07 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities or any of any such other obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Company to the Holders under this Indenture or under the Securities, howeverfor whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Company. Each Subsidiary Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same same, 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 guarantorGuarantor. Each Subsidiary Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee will shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary such Guarantor, any amount paid by the Company or any Subsidiary such Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) subject to this Article Eleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Six hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenSix hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Subsidiary (a) Subject to the provisions of this Article Thirteen, each Guarantor hereby unconditionally, jointly and severally, severally unconditionally and irrevocably guarantees (such guarantee to be referred to herein as the a "Guarantee"), subject to Article Twelve, ) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the Obligations obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (ia) the principal of and interest on the Securities will (and any Additional Amounts payable thereon) and any other amounts owing in respect of the Securities shall be promptly duly and punctually paid in full when due, subject to any applicable grace period, whether at maturity, upon prepayment pursuant to the provisions of Article Eleven hereof and the Securities relating thereto, by acceleration or otherwise otherwise, and interest on the overdue principalprincipal and (to the extent permitted by law) interest and Additional Amounts, if any, and interest on any interest, to the extent lawful, of the Securities and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 6.07 hereof) and all other Indenture Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities or any of any such other obligationsIndenture Obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Company to the Holders, howeverfor whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Company. Each Subsidiary Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same same, 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 Subsidiary Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee will shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary such Guarantor, any amount paid by the Company or any Subsidiary such Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders and the Trustee, on the other hand, (xa) subject to this Article Thirteen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenFive hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. The Guarantors hereby agree that the obligations of each Guarantor hereunder at any time shall be limited to the maximum amount as will result in the obligations of such Guarantor hereunder not constituting a fraudulent transfer or conveyance. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. 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 this Guarantee. 138 (b) To further evidence the Guarantee set forth in Section 13.01(a), each Guarantor hereby agrees that a notation of such Guarantee, substantially in the form included in Section 2.06, shall be endorsed on each Security authenticated and delivered by the Trustee and such Guarantee shall be executed by either manual or facsimile signature of a legal representative of each Guarantor. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Security. Each Guarantor hereby agrees that its Guarantee set forth in Section 13.01(a) shall remain in full force and effect notwithstanding any failure to endorse on each Security an notation of such Guarantee. If a legal representative of a Guarantor whose signature is on this Indenture or a notation of Guarantee ceases to be a legal representative of such Guarantor at the time the Trustee authenticates the Security on which such Guarantee is endorsed or at any time thereafter, such Guarantor's Guarantee of such Security shall be valid nevertheless. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of the Guarantor.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionally, jointly and severally, guarantees (each such guarantee being referred to be herein as this "Subsidiary Guarantee," with all such guarantees being referred to herein as the "GuaranteeSubsidiary Guarantees"), subject to Article Twelve, ) to each Holder of a Security Securities authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Securities or the Obligations full and prompt performance of the Company hereunder or thereunder, Company's obligations under this Indenture and the Securities and that: : (i1) the principal of (and premium, if any, on), interest and Liquidated Damages, if any, on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration acceleration, redemption or otherwise otherwise, and interest on the overdue principalprincipal of and interest on the Securities, if any, and interest on any interest, to the extent lawful, of the Securities and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (ii2) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, Stated Maturity by acceleration or otherwise, subject, ; subject however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.0513.4 hereof. ------------ Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall will, to the extent permitted by law be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives waves, to the extent permitted by law, diligence, presentment, demand of payment, filing of claims claim with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Subsidiary Guarantee. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. Each Subsidiary Guarantor agrees it will not be entitled to enforce any right of subrogation in relation to the Holders in respect of any obligations guaranteed, hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (xa) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven 7 hereof for the purposes of this Subsidiary Guarantee, --------- notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article Seven7 hereof, --------- such obligations (whether or not due and payable) shall will forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Subsidiary Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionally, jointly and severally, guarantees (such guarantee to be referred to herein as the "Guarantee"), subject to Article Twelve, to each Holder of a Security authenticated and delivered by the Trustee Lenders and to the Trustee Agent and its their respective successors and assigns, the Securities or the Obligations of the Company hereunder or thereunder, that: (i) the principal of and interest on the Securities Senior Loans will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Securities Senior Loans and all other obligations of the Company Borrower to the Holders Lenders or the Trustee Agent hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities of the Senior Loans or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.05. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Senior Loans or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Lenders with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyBorrower, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor (other than a 96 -90- defense of payment or performance). Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Companyany Borrower, 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 the SecuritiesLoans, this Indenture Agreement and in this Guarantee. If any Securityholder Lender or the Trustee Agent is required by any court or otherwise to return to the Companyany Borrower, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Borrower or any Subsidiary Guarantor, any amount paid by the Company Borrower or any Subsidiary Guarantor to the Trustee Agent or such SecurityholderLender, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders Lenders and the TrusteeAgent, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Section 7 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article SevenSection 7, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionallyThe Guarantors, jointly and severally, guarantees (such guarantee to be referred to herein as the "Guarantee"), subject to Article Twelve, hereby irrevocably and unconditionally Guarantee to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Securities or the Obligations of the Company hereunder or thereunder, assigns that: (i) the principal of and premium, if any, interest or Liquidated Damages, if any, on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturityon the Final Maturity Date, by acceleration acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise otherwise, and interest on the overdue principal, if any, principal and interest on any interest, to the extent lawful, of overdue interest on the Securities and expenses, indemnification or otherwise, and all other obligations of the Company (all such obligations guaranteed by the Guarantors being called herein the "GUARANTEED OBLIGATIONS"), to the Holders or the Trustee hereunder or thereunder under the Securities will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.0511.03. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its their obligations hereunder shall be unconditionalunconditional and continuing, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorthe Guarantors and shall (a) remain in full force and effect until payment in full of all the Guaranteed Obligations, (b) be binding upon the Guarantors and its successors, transferees and assigns and (c) inure to the benefit of and be enforceable by the Trustee, the Holders of the Securities and their successors, transferees and assigns. Each Subsidiary Guarantor The Guarantors hereby waives waive 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 the Guarantees will not be discharged except by complete performance of the obligations contained in the SecuritiesGuaranteed Obligations, this Indenture and in this Guarantee. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantorthe Guarantors, or any custodianCustodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantorthe Guarantors, any amount paid by the Company or any Subsidiary Guarantor the Guarantors to the Trustee or such SecurityholderHolder, 106 -98- this Guaranteethe Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor The Guarantors further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed Guaranteed Obligations hereby may be accelerated as provided in Article Seven Six for the purposes purpose of this Guaranteethese Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyGuaranteed Obligations, and (y) in the event of any acceleration of such the Guaranteed obligations as provided in Article SevenSix, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Guaranteethese Guarantees.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionallySubject to the provisions of this Article Sixteen, each of the Guarantors, if any, as primary obligor and not merely as surety, hereby, jointly and severally, guarantees (such guarantee to be referred to herein as the "Guarantee")unconditionally and irrevocably and fully guarantees, subject to Article Twelve, on a senior unsecured basis to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the Obligations obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (ia) (x) the due and punctual payment of the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on any interestthe Securities when and as the same shall become due and payable, whether at stated maturity, upon redemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent lawfulpermitted by law) interest, of if any, on the Securities and (z) the due and punctual payment and performance of all other monetary obligations of the Company and all other monetary obligations of the other Guarantors (including under the Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed(including amounts due to the Trustee under Section 6.6 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (iib) in case of any extension of time of payment or renewal of any Securities or any of any such other obligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption or repurchase, by acceleration or otherwise. Failure to make payment when due of any amount so guaranteed, subject, however, in or failure to perform any other obligation of the case of clauses (i) and (ii) above, Company to the limitations set forth in Section 11.05Holders under this Indenture or under the Securities, for whatever reason, shall obligate each Guarantor to pay, or to perform or cause the performance of, the same immediately. Each Subsidiary Guarantor of the Guarantors, if any, hereby agrees to the fullest extent permitted by law that its obligations hereunder shall be unconditional. Notwithstanding the foregoing, irrespective each of the validityGuarantors reserves the right to assert defenses which the Company may have to payment of principal of, regularity or enforceability interest or premium on, if any, the Securities other than defenses arising from the bankruptcy or insolvency of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder Company and other defenses expressly waived hereby. Each of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor Guarantors hereby waives to the fullest extent permitted by 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 its Guarantee will shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this the Guarantee. The Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise pursuant to law to return to the Company, Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary such Guarantor, any amount paid by the Company or any Subsidiary such Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this the Guarantee, to the extent theretofore discharged, shall be reinstated (to the fullest extent permitted by law) in full force and effecteffect and deemed reduced only by such amount paid and not so returned. Each Subsidiary Guarantor further agrees (to the fullest extent permitted by law) that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) subject to this Article Sixteen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Five for the purposes of this the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenFive hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this the Guarantee.

Unconditional Guarantee. Each of the Subsidiary Guarantor Guarantors hereby unconditionally, unconditionally jointly and severally, severally guarantees (such guarantee to be referred to herein as the "Subsidiary Guarantee"), subject to Article Twelve, ) to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Securities or the Obligations of the Company hereunder or thereunder, that: (i) the principal of and interest on the Securities Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Securities Notes and all other obligations of the Company to the Holders or the Trustee hereunder under this Notes Indenture or thereunder the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities Notes or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.05. 77 Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor on one hand, and the Holders and the Trustee on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of the Subsidiary Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of the Subsidiary Guaranty. Each of the Subsidiary Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Notes Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantor Guarantors hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Notes Indenture and in this the Subsidiary Guarantee. If any Securityholder 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 Custodian acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any such Subsidiary Guarantor to the Trustee or such SecurityholderNoteholder, 106 -98- this the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each of the Subsidiary Guarantor further Guarantors hereby agrees that, as between in the Event of Default in the payment of principal (or premium, if any) or interest on such Notes, whether at their Stated Maturity, by acceleration, called for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Notes, subject to the terms and conditions set forth in this Notes Indenture, directly against each of the Subsidiary GuarantorGuarantors to enforce the Subsidiary Guarantee without first proceeding against the Company. Each Subsidiary Guarantor agrees that if, on after the one handoccurrence and during the continuance of an Event of Default, and the Trustee or any Holders and the Trustee, on the other hand, (x) are prevented by applicable law from exercising their respective rights to accelerate the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Notes, to collect interest on the Notes, or to enforce any other right or remedy with respect to the Notes, the Subsidiary Guarantors agree to pay to the Trustee for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect account of the obligations guaranteed herebyHolders, and (y) in upon demand therefor, the event of any acceleration of such obligations as provided in Article Seven, such obligations (whether or not due and payable) shall forthwith become amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by each Subsidiary Guarantor for the purpose Trustee or any of this Guaranteethe Holders.

Unconditional Guarantee. Each Subsidiary Subject to the provisions of this Article Two, the New Guarantor hereby unconditionallyhereby, jointly and severally, guarantees unconditionally and irrevocably guarantees, on a senior basis (such guarantee to be referred to herein as the a "Guarantee"), subject to Article Twelve, ) to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the Securities validity and enforceability of the Indenture, the Notes or the Obligations obligations of the Company hereunder Issuer or any other Guarantor to the Holders or the Trustee thereunder, that: (ia) the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on the Notes (and any interestAdditional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent lawfulpermitted by law) interest, of if any, on the Securities Notes and all other obligations of the Company Issuer or the New Guarantor to the Holders or the Trustee hereunder thereunder or thereunder will under 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 performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities Notes or any of any such other obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Issuer to the Holders under the Indenture or under the Notes, howeverfor whatever reason, the New Guarantor shall be obliged to pay, or to perform or cause the performance of, the same immediately. 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 New Guarantor hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Issuer. Each Subsidiary The New Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities 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 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 guarantorthe New Guarantor. Each Subsidiary To the fullest extent permitted by 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 this its Guarantee will shall not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this the Indenture and in this Guarantee. The Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or any Subsidiary the New Guarantor, any amount paid by the Company Issuer or any Subsidiary Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary The New Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xa) subject to this Article Two, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Six of the Indenture for the purposes of this the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenSix of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary the New Guarantor for the purpose of this Guarantee. If the New 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. Each (a) Notwithstanding any provision of this Article XIV to the contrary, the provisions of this Article XIV shall be applicable only to, and inure solely to the benefit of, the Debt Securities of any series designated, pursuant to Section 2.03, as entitled to the benefits of the Guarantee of each of the Subsidiary Guarantor Guarantors. (b) For value received, each of the Subsidiary Guarantors hereby unconditionallyfully, jointly unconditionally and severally, absolutely guarantees (such guarantee to be referred to herein as the "Guarantee"), subject ) to Article Twelve, to each Holder of a Security authenticated and delivered by the Trustee Holders and to the Trustee the due and its successors and assigns, the Securities or the Obligations punctual payment of the Company hereunder or thereunderprincipal of, that: (i) the principal of and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on any interest, to the extent lawful, of the Debt Securities and all other obligations amounts due and payable under this Indenture and the Debt Securities by the Partnership, when and as such principal, premium, if any, and interest shall become due and payable, whether at the stated maturity or by declaration of the Company acceleration, call for redemption or otherwise, according to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewalDebt Securities and this Indenture, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.0514.03 and (ii) in the case of the Guarantee of the Subordinated Debt Securities, to the subordination provisions contained in Article XII. (c) Failing payment when due of any amount guaranteed pursuant to the Guarantee, for whatever reason, each of the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately, subject, in the case of the Guarantee of the Subordinated Debt Securities, to the subordination provisions contained in Article XII. The Guarantee hereunder (other than the Guarantee of Subordinated Debt Securities) is intended to be a general, unsecured, senior obligation of each of the Subsidiary Guarantors and will rank pari passu in right of payment with all Debt of such Subsidiary Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee. Each of the Subsidiary Guarantor Guarantors hereby agrees that its obligations hereunder hereunder, shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities Debt Securities, the Guarantee (including the Guarantee of any other Subsidiary Guarantor) or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Debt Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyPartnership or any other Subsidiary Guarantor, or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantorthe Subsidiary Guarantors. Each of the Subsidiary Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Debt Securities, whether at the stated maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.04, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Subsidiary Guarantor to enforce the Guarantee without first proceeding against the Partnership or any other Subsidiary Guarantor. (d) The obligations of each of the Subsidiary Guarantors under this Article XIV shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (A) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Partnership or any of the Subsidiary Guarantors contained in the Debt Securities or this Indenture, (B) any impairment, modification, release or limitation of the liability of the Partnership, any of the Subsidiary Guarantors or either of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (C) the assertion or exercise by the Partnership, any of the Subsidiary Guarantors or the Trustee of any rights or remedies under the Debt Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (D) the assignment or the purported assignment of any property as security for the Debt Securities, including all or any part of the rights of the Partnership or any of the Subsidiary Guarantors under this Indenture, (E) the extension of the time for payment by the Partnership or any of the Subsidiary Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Debt Securities or this Indenture or of the time for performance by the Partnership or any of the Subsidiary Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (F) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Partnership or any of the Subsidiary Guarantors set forth in this 60 Indenture, (G) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Partnership or any of the Subsidiary Guarantors or any of their respective assets, or the disaffirmance of the Debt Securities, the Guarantee or this Indenture in any such proceeding, (H) the release or discharge of the Partnership or any of the Subsidiary Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (I) the unenforceability of the Debt Securities, the Guarantee or this Indenture or (J) any other circumstances which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (e) Each of the Subsidiary Guarantors hereby (A) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyPartnership or any of the Subsidiary Guarantors, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever whatsoever, (B) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (C) covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If Each of the Subsidiary Guarantors further agrees that if at any Securityholder time all or the Trustee is required any part of any payment theretofore applied by any court or otherwise to return Person to the Company, any Subsidiary GuarantorGuarantee is, or must be, rescinded or returned for any custodianreason whatsoever, trusteeincluding without limitation, liquidator the insolvency, bankruptcy or other similar official acting in relation to reorganization of the Company Partnership or any of the Subsidiary GuarantorGuarantors, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Securityholder, 106 -98- this GuaranteeGuarantee shall, to the extent theretofore dischargedthat such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (f) Each of the Subsidiary Guarantors shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and subrogated to all rights of the Holders and the Trustee, on Trustee against the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration Partnership in respect of any amounts paid by such Subsidiary Guarantor pursuant to the obligations guaranteed herebyprovisions of this Indenture, and (y) in the event of provided, however, that such Subsidiary Guarantor, shall not be entitled to enforce or to receive any acceleration of such obligations as provided in Article Sevenpayments arising out of, or based upon, such obligations (whether right of subrogation until all of the Debt Securities and the Guarantee shall have been paid in full or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guaranteedischarged.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionallySubject to the provisions of this Article Eleven, each of the Guarantors, if any, hereby, jointly and severally, guarantees (such guarantee to be referred to herein as the "Guarantee")unconditionally and irrevocably guarantees, subject to Article Twelve, on a senior subordinated basis to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the Obligations obligations of the Company Issuer or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (ia) (x) the due and punctual payment of the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on any interestthe Securities when and as the same shall become due and payable, whether at maturity, upon redemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent lawfulpermitted by law) interest, if any, on the Securities and (z) the due and punctual payment and performance of all other obligations of the Securities Issuer and all other obligations of the Company other Guarantors (including under the Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed(including amounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (iib) in case of any extension of time of payment or renewal of any Securities or any of any such other obligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, howeverfor whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors thereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Issuer. Each Subsidiary Guarantor of the Guarantors, if any, hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities 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 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 guarantorGuarantor. Each Subsidiary Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that this its Subsidiary Guarantee will shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this the Guarantee. The Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or any Subsidiary such Guarantor, any amount paid by the Company Issuer or any Subsidiary such Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) subject to this Article Eleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Six for the purposes of this the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenSix hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this the Guarantee.

Unconditional Guarantee. Each Subsidiary (a) For value received, each of the Guarantor hereby unconditionallyfully, jointly unconditionally and severally, absolutely guarantees (such guarantee the “Guarantee”) to be referred to herein as the "Guarantee"), subject to Article Twelve, to each Holder of a Security authenticated and delivered by the Trustee Holders and to the Trustee the due and its successors and assigns, the Securities or the Obligations punctual payment of the Company hereunder or thereunderprincipal of, that: (i) the principal of and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on any interest, to the extent lawful, of the Debt Securities and all other obligations amounts due and payable under this Indenture and the Debt Securities by the Issuer, when and as such principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity or by declaration of the Company acceleration, call for redemption or otherwise, according to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewalDebt Securities and this Indenture, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, howeverto, in the case of clauses Subordinated Debt Securities, the subordination provisions of Article XII. (ib) and (ii) above, Failing payment when due of any amount guaranteed pursuant to the limitations set forth Guarantee, for whatever reason, the Guarantor will be jointly and severally obligated to pay the same immediately, subject to, in Section 11.05the case of Subordinated Debt Securities, the subordination provisions of Article XII. Each Subsidiary The Guarantee hereunder (except in the case of Subordinated Debt Securities, which is subject to the subordination provisions of Article XII) is intended to be a general, unsecured, senior obligation of each of the Guarantor and will rank pari passu in right of payment with all Debt of the Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee. The Guarantor hereby agrees that its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities Debt Securities, the Guarantee or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Debt Securities with respect to any provisions hereof or thereof, the recovery of any judgment against either of the CompanyIssuer, or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantorany of the Guarantor. Each Subsidiary The Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Debt Securities, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.04, by the Holders, on the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce the Guarantee without first proceeding against the Issuer. (c) The obligations of the Guarantor under this Article XIV shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (A) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Issuer or the Guarantor contained in the Debt Securities or this Indenture, (B) any impairment, modification, release or limitation of the liability of either the Issuer or the Guarantor or either of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (C) the assertion or exercise by the Issuer, the Guarantor or the Trustee of any rights or remedies under the Debt Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (D) the assignment or the purported assignment of any property as security for the Debt Securities, including all or any part of the rights of either the Issuer or the Guarantor under this Indenture, (E) the extension of the time for payment by the Issuer or the Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Debt Securities or this Indenture or of the time for performance by the Issuer or the Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (F) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Issuer or the Guarantor set forth in this Indenture, (G) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Issuer or the Guarantor or either of their respective assets, or the disaffirmance of the Debt Securities, the Guarantee or this Indenture in any such proceeding, (H) the release or discharge of the Issuer or the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (I) the unenforceability of the Debt Securities, the Guarantee or this Indenture or (J) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Guarantee) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (d) The Guarantor hereby (A) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyIssuer or the Guarantor, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever whatsoever, (B) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (C) covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If The Guarantor further agrees that if at any Securityholder time all or any part of any payment theretofore applied by any Person to the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either the Issuer 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 Securityholder, 106 -98- this GuaranteeGuarantee shall, to the extent theretofore dischargedthat such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) The Guarantor shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and subrogated to all rights of the Holders and the Trustee, on Trustee against the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration Issuer in respect of any amounts paid by the obligations guaranteed herebyGuarantor pursuant to the provisions of this Indenture; provided, and (y) 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 Sevenpayments arising out of, or based upon, such obligations (whether right of subrogation until all of the Debt Securities and the Guarantee shall have been paid in full or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guaranteedischarged.

Unconditional Guarantee. Each Subsidiary Guarantor hereby will unconditionally, jointly and severally, guarantees (such guarantee to be referred to herein as the "Guarantee"), subject to Article Twelve, ) to each Holder of a Security Securities authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Securities or the Obligations full and prompt performance of the Company hereunder or thereunder, Company's obligations under this Indenture and the Securities and that: : (i1) the principal of and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration acceleration, redemption or otherwise otherwise, and interest on the overdue principalprincipal of and interest on the Securities, if any, and interest on any interest, to the extent lawful, of the Securities and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (ii2) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, the that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i1) and (ii2) above, to the limitations set forth in Section 11.0511.4. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives 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, notice of intent to accelerate, notice of acceleration, and all other notices and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article SevenSix, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee. The Company agrees to cause each Person (other than an Unrestricted Subsidiary) that shall become a Material Subsidiary after the date of this Indenture to become a Subsidiary Guarantor and execute and deliver a supplement to this Indenture pursuant to which such Person will guarantee the payment of the Securities on the same terms and conditions as contained in this Section 11.1.

Unconditional Guarantee. Each Subject to the provisions of this Article Twelve, each Subsidiary Guarantor hereby unconditionallyGuarantor, if any, hereby, jointly and severally, guarantees unconditionally and irrevocably guarantees, on an unsecured senior basis (such guarantee to be referred to herein as the a "Guarantee"), subject to Article Twelve, ) to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the Securities validity and enforceability of this Indenture, the Notes or the Obligations obligations of the Company or any other Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder, that: (ia) the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on the Notes (and any interestAdditional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent lawfulpermitted by law) interest, of if any, on the Securities Notes and all other obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 7.07 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities Notes or any of any such other obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Company to the Holders under this Indenture or under the Notes, howeverfor whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Company. Each of the Subsidiary Guarantor Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same 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 of the Subsidiary Guarantor Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee will shall not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture and in this Guarantee. Each Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Company or to 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 SecurityholderHolder, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xa) subject to this Article Eleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Six hereof for the purposes of this its Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenSix hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each the Subsidiary Guarantor Guarantors for the purpose of this its Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Subsidiary Guarantor, as such, shall have any personal liability under the Guarantees by reason of his, her or its status as such stockholder, officer, director, employee or incorporator.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionally, jointly and severally, guarantees (each such guarantee being referred to be herein as this "Subsidiary Guarantee," with all such guarantees being referred to herein as the "GuaranteeSubsidiary Guarantees"), subject to Article Twelve, ) to each Holder of a Security Securities authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Securities or the Obligations full and prompt performance of the Company hereunder or thereunder, Company's obligations under this Indenture and the Securities and that: : (ia) the principal of (and premium, if any, on) and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration acceleration, redemption or otherwise otherwise, and interest on the overdue principalprincipal of and interest on the Securities, if any, and interest on any interest, to the extent lawful, of the Securities and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (iib) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturityStated Maturity, by acceleration or otherwise, ; subject, however, in the case of clauses (ia) and (iib) above, to the limitations set forth in Section 11.0513.4 hereof. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall shall, to the extent permitted by law, be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives waives, to the extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the 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 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 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, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Seven, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.or

Unconditional Guarantee. Each Subsidiary Guarantor For valuable consideration, receipt whereof is hereby unconditionallyacknowledged, jointly and severally, guarantees (such guarantee to be referred induce the Banks to herein as the "Guarantee"), subject to Article Twelve, make Advances to each Holder of a Security authenticated and delivered by the Trustee and Borrowers, each Domestic Borrower hereby unconditionally guarantees to the Trustee Banks and its successors and assigns, the Securities or the Obligations of the Company hereunder or thereunder, that: (i) Administrative Agent that the principal of and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Securities each Advance and all other obligations of the Company to the Holders or the Trustee amounts payable by each other Borrower hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, (whether at stated maturity, by acceleration or otherwise) in accordance with the terms hereof and thereof, subject, howeverand, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.05. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective any extension of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand time of payment, filing in whole or in part, that all such amounts shall be promptly paid when due (whether at stated maturity, by acceleration or otherwise) in accordance with the terms of claims with a court such extension. In addition, each Domestic Borrower hereby unconditionally agrees that upon default in the event payment when due (whether at stated maturity, by acceleration or otherwise) of insolvency any of such principal, interest or bankruptcy other amounts, such Domestic Borrower shall forthwith pay the same. Without limiting the generality of the Companyforegoing, any right each Domestic Borrower's liability shall extend to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants amounts that this Guarantee will not be discharged except by complete performance constitute part of the obligations contained in the Securities, of any other Borrower guaranteed under this Indenture Article VII and in this Guarantee. If that would be owed by any Securityholder such other Borrower to any Bank or the Trustee is required by any court Administrative Agent under this Agreement or otherwise to return the Notes but for the fact that they are unenforceable or not allowable due to the Companyexistence of a bankruptcy, any Subsidiary Guarantorreorganization or similar proceeding involving such Borrower. Notwithstanding the foregoing, the liability of each Domestic Borrower under the foregoing guarantee shall at no time exceed the maximum amount of liability which could be asserted against such Domestic Borrower hereunder without (a) rendering such Domestic Borrower "insolvent" within the meaning of Section 101(32) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (the "UFTA") or Section 2 of the Uniform Fraudulent Conveyance Act (the "UFCA"), (b) leaving such Domestic Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, 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, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity Section 5 of the obligations guaranteed hereby may be accelerated UFCA, or (c) leaving such Domestic Borrower unable to pay its debts as provided in Article Seven for they become due within the purposes meaning of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect Section 548 of the obligations guaranteed herebyBankruptcy Code, and (y) in Section 4 of the event UFTA or Section 6 of any acceleration of such obligations as provided in Article Seven, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this GuaranteeUFCA.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionallySubject to the provisions of this Article XIV, the Guarantors hereby, jointly and severally, guarantees unconditionally and irrevocably guarantee (such guarantee guarantees to be referred to herein as the "Guarantee"), subject to Article Twelve, “Guarantees”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of any series or the Obligations of the Company hereunder or thereunder, that: (i) the principal of and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Securities and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of and interest on the Securities of such series shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the series of any Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, with respect to the Securities of such series and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee hereunder) and all other Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities or of any series or any of such other obligationsObligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other Obligation of the Company to the Holders under this Indenture or under the Securities of such series, howeverfor whatever reason, the Guarantors shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities of any applicable series shall constitute an event of default under the Guarantees, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth same extent as the obligations of the Company. Unless otherwise specified with respect to any Security pursuant to Section 3.01, the Guarantees will be senior unsecured obligations of the Guarantors and will rank pari passu in Section 11.05right of payment with all other existing and future senior unsecured obligations of the Guarantors. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of any series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same 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 guarantorGuarantor. Each Subsidiary Guarantor The Guarantors hereby waives waive 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 the Guarantees shall not be discharged except by complete performance of the obligations contained in the such Securities, this Indenture and in this Guarantee. If any Securityholder or the Trustee This Guarantee 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 Securityholder, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force a guarantee of payment and effectnot of collection. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of such Securities and the Trustee, on the other hand, (xa) subject to this Article XIV, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven V hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenV hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. The obligations of the Guarantors hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced the obligations of the Guarantors hereunder (whether such payment shall have been made by or on behalf of the Company or by or on behalf of the Guarantors) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Company or any Guarantor otherwise, all as though such payment had not been made. If demand for, or acceleration of the time for, payment by the Company is stayed upon the insolvency, bankruptcy, liquidation or reorganization of the Company, all such indebtedness otherwise subject to demand for payment or acceleration shall nonetheless be payable by the Guarantors as provided herein.

Unconditional Guarantee. Each Subsidiary Subject to the provisions of this Article 16 and to the fullest extent permitted by applicable law, the Guarantor hereby unconditionallyhereby, jointly and severally, guarantees (such guarantee to be referred to herein as the "Guarantee")unconditionally and irrevocably guarantees, subject to Article Twelve, on a senior basis to each Holder holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the Obligations obligations of the Company to the holders of the Securities or the Trustee hereunder or thereunder, that: (ia) (x) the due and punctual payment of the principal of (including any Repurchase Price, if applicable), premium, if any, and interest Interest on the Securities will be promptly paid in full when due, subject to any applicable grace periodand as the same shall become due and payable, whether at maturity, upon redemption or repurchase, by acceleration or otherwise otherwise, (y) the due and interest punctual payment of Interest on the overdue principalprincipal and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest Interest, if any, on any interest, to the extent lawful, of the Securities and (z) the due and punctual payment and performance of all other obligations of the Company to the Holders holders of the Securities or the Trustee hereunder or thereunder will be promptly paid in full (including, without limitation, the payment and/or delivery of the cash, shares of II-VI Common Stock or performedcombination thereof due upon conversion of the Securities and amounts due the Trustee under Section 6.06 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (iib) in case of any extension of time of payment or renewal of any Securities or any of any such other obligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment and/or delivery, subject, however, in as the case may be, by the Company when due of clauses (i) and (ii) aboveany amount so guaranteed, or failing performance of any other obligation of the Company to the limitations set forth in Section 11.05holders of the Securities under this Indenture or under the Securities, for whatever reason, the Guarantor shall be obligated to pay and/or deliver, or to perform or cause the performance of, the same immediately. Each Subsidiary The Guarantor hereby agrees that (to the fullest extent permitted by law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder holder of the Securities with respect to any provisions hereof or thereof, 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 guarantorsame. Each Subsidiary The Guarantor hereby waives (to the fullest extent permitted by 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 its Guarantee will shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Securityholder holder of Securities or the Trustee is required by any court or otherwise governmental authority to return to the Company, any Subsidiary Company or to the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary the Guarantor, any amount paid or delivered by the Company or any Subsidiary the Guarantor to the Trustee or such Securityholderholder of Securities, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary The Guarantor further agrees (to the fullest extent permitted by law) that, as between each Subsidiary Guarantorit, on the one hand, and the Holders holders of Securities and the Trustee, on the other hand, (xa) subject to this Article 16, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven 5 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article Seven5 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary the Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionallyof the Guarantors hereby, jointly and severally, guarantees absolutely, irrevocably and unconditionally guarantees, on a senior subordinated basis as hereinafter set forth (such guarantee to be referred to herein as the "a “Guarantee"), subject to Article Twelve, ”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Securities or the Obligations of the Company hereunder or thereunder, that: (ia) the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on the Securities shall be promptly paid in full when due (subject to any interestapplicable grace periods) whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent lawfulpermitted by law) interest, of if any, on the Securities and all other obligations Obligations of the Company to the Holders or the Trustee hereunder or thereunder will and all other Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities or any of any such other obligationsObligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Company to the Holders under this Note Agreement or under the Securities, howeverfor whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Note Agreement or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the Obligations of the Company. Each Subsidiary Guarantor of the Guarantors hereby agrees that its obligations Obligations hereunder shall be absolute, irrevocable and unconditional, irrespective of the validity, regularity or enforceability of the Securities or this IndentureNote Agreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same same, 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 guarantorGuarantor. Each Subsidiary Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee will shall not be discharged except by complete performance of the obligations Obligations contained in the Securities, this Indenture Note Agreement and in this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Securityholder or the Trustee Holder is required by any court or otherwise to return to the Company, Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary such Guarantor, any amount paid by the Company or any Subsidiary such Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders and the Trustee, of Securities on the other hand, (xa) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Seven Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations Obligations as provided in Article SevenSix hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionallySubject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally, guarantees unconditionally and irrevocably guarantees, on a senior subordinated basis (such guarantee guarantees to be referred to herein as the a "GuaranteeGUARANTEE"), subject to Article Twelve, ) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the Obligations obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (ia) the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on any interestthe Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent lawfulpermitted by law) interest, of if any, on the Securities and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 7.07 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities or any of any such other obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Company to the Holders under this Indenture or under the Securities, howeverfor whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under the Guarantees, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Company. Each Subsidiary Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same same, 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 guarantorGuarantor. Each Subsidiary Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee will shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guaranteethe Guarantees. Each Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary such Guarantor, any amount paid by the Company or any Subsidiary such Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) subject to this Article Eleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Six hereof for the purposes of this Guaranteethe Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenSix hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Guaranteethe Guarantees. No stockholder, officer, director or employee, past, present or future, of any Guarantor, as such, shall have any personal liability under such Guarantor's Guarantee by reason of his, her or its status as such stockholder, officer, director or employee.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionallySubject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally, guarantees (such guarantee to be referred to herein as the "Guarantee")unconditionally and irrevocably guarantees, subject to Article Twelve, on a senior secured basis to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the Obligations obligations of the Company Issuer or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (ia) (x) the due and punctual payment of the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on any interestthe Securities when and as the same shall become due and payable, whether at maturity, upon redemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent lawfulpermitted by law) interest, if any, on the Securities and (z) the due and punctual payment and performance of all other obligations of the Securities Issuer and all other obligations of the Company other Guarantors (including under the Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed(including amounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (iib) in case of any extension of time of payment or renewal of any Securities or any of any such other obligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, howeverfor whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors thereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Issuer. Each Subsidiary Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities 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 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 guarantorGuarantor. Each Subsidiary Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that this its Subsidiary Guarantee will shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this the Guarantee. The Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or any Subsidiary such Guarantor, any amount paid by the Company Issuer or any Subsidiary such Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) subject to this Article Eleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Six for the purposes of this the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenSix hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this the Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor (a) Notwithstanding any provision of this Article XIII to the contrary, the provisions of this Article XIII shall be applicable only to, and inure solely to the benefit of, the Debt Securities of any series designated, pursuant to Section 2.03, as entitled to the benefits of the Guarantee of each of the Guarantors. (b) For value received, each of the Guarantors hereby unconditionallyfully, jointly unconditionally and severally, absolutely guarantees (such guarantee the “Guarantee”) to be referred to herein as the "Guarantee"), subject to Article Twelve, to each Holder of a Security authenticated and delivered by the Trustee Holders and to the Trustee the due and its successors and assigns, the Securities or the Obligations punctual payment of the Company hereunder or thereunderprincipal of, that: (i) the principal of and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on any interest, to the extent lawful, of the Debt Securities and all other obligations amounts due and payable under this Indenture and the Debt Securities by the Partnership, when and as such principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity or by declaration of the Company acceleration, call for redemption or otherwise, according to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewalDebt Securities and this Indenture, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.0513.03. (c) Failing payment when due of any amount guaranteed pursuant to the Guarantee, for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. The Guarantee hereunder is intended to be a general, unsecured, senior obligation of each of the Guarantors and will rank pari passu in right of payment with all Debt of each Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee. Each Subsidiary Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities Debt Securities, the Guarantee (including the Guarantee of any other Guarantor) or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Debt Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyPartnership or any other Guarantor, or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantorany of the Guarantors. Each Subsidiary of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Debt Securities, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.04, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Partnership or any other Guarantor. (d) The obligations of each of the Guarantors under this Article XIII shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (A) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Partnership or any of the Guarantors contained in the Debt Securities or this Indenture, (B) any impairment, modification, release or limitation of the liability of the Partnership, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (C) the assertion or exercise by the Partnership, any of the Guarantors or the Trustee of any rights or remedies under the Debt Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (D) the assignment or the purported assignment of any property as security for the Debt Securities, including all or any part of the rights of the Partnership or any of the Guarantors under this Indenture, (E) the extension of the time for payment by the Partnership or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Debt Securities or this Indenture or of the time for performance by the Partnership or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (F) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Partnership or any of the Guarantors set forth in this Indenture, (G) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Partnership or any of the Guarantors or any of their respective assets, or the disaffirmance of the Debt Securities, the Guarantee or this Indenture in any such proceeding, (H) the release or discharge of the Partnership or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (I) the unenforceability of the Debt Securities, the Guarantee or this Indenture or (J) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Guarantee) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (e) Each of the Guarantors hereby (A) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyPartnership or any of the Guarantors, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever whatsoever, (B) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (C) covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If Each of the Guarantors further agrees that if at any Securityholder time all or the Trustee is required any part of any payment theretofore applied by any court or otherwise to return Person to the Company, any Subsidiary GuarantorGuarantee is, or must be, rescinded or returned for any custodianreason whatsoever, trusteeincluding without limitation, liquidator the insolvency, bankruptcy or other similar official acting in relation to reorganization of the Company Partnership or any Subsidiary Guarantorof the Guarantors, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Securityholder, 106 -98- this GuaranteeGuarantee shall, to the extent theretofore dischargedthat such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (f) Each of the Guarantors shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and subrogated to all rights of the Holders and the Trustee, on Trustee against the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration Partnership in respect of any amounts paid by such Guarantor pursuant to the obligations guaranteed herebyprovisions of this Indenture, and (y) in the event of provided, however, that such Guarantor, shall not be entitled to enforce or to receive any acceleration of such obligations as provided in Article Sevenpayments arising out of, or based upon, such obligations (whether right of subrogation until all of the Debt Securities and the Guarantee shall have been paid in full or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guaranteedischarged.

Unconditional Guarantee. Each Subject to the provisions of this Article Eleven, each Subsidiary Guarantor hereby unconditionallyGuarantor, if any, hereby, jointly and severally, guarantees unconditionally and irrevocably guarantees, on a senior basis, except as provided in the Intercreditor Agreement (such guarantee to be referred to herein as the a "GuaranteeGUARANTEE"), subject to Article Twelve, ) to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the Securities validity and enforceability of this Indenture, the Notes, the Security Documents or the Obligations obligations of the Company Issuer or any Subsidiary Guarantor to the Holders or the Trustee hereunder or thereunder, that: (ia) the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon repurchase at the option of Holders pursuant to any interestprovisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent lawfulpermitted by law) interest, of if any, on the Securities Notes and all other obligations of the Company Issuer or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 7.07 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities Notes or any of any such other obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Notes, howeverfor whatever reason, each Subsidiary Guarantor shall be obligated jointly or severally to pay or to perform, or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall entitle the Holders of Notes to accelerate the obligations of the Subsidiary Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Issuer. Each of the Subsidiary Guarantor Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes, the Security Documents or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same 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 of the Subsidiary Guarantor Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, 62 protest, notice and all demands whatsoever and covenants that this its Guarantee will shall not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture and in this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or any such Subsidiary Guarantor, any amount paid by the Company Issuer or any such Subsidiary Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xa) subject to this Article Eleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Six hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenSix hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each the Subsidiary Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Subsidiary Guarantor, as such, shall have any personal liability under this Guarantee solely by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Subsidiary Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Subsidiary Guarantor in a prorata amount based on the net assets of such Subsidiary Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionallySubject to the provisions of this Article Eleven, each of the Guarantors, upon the execution and delivery of a Guarantee pursuant to Section 4.15 or 4.20, shall hereby, jointly and severally, guarantees unconditionally and irrevocably guarantee, on a senior secured basis (such guarantee guarantees to be referred to herein as the "Guarantee"), subject to Article Twelve, “Guarantees”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the Obligations obligations of the Company Issuer or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (ia) the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on any interestthe Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent lawfulpermitted by law) interest, of if any, on the Securities and all other obligations of the Company Issuer or the Guarantors to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 7.7 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities or any of any such other obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, howeverfor whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under the Guarantees, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Issuer. Each Subsidiary Guarantor of the Guarantors, upon the execution and delivery of a Guarantee pursuant to Section 4.15 or 4.20, shall hereby agrees agree that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities 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 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 guarantorGuarantor. Each Subsidiary Guarantor of the Guarantors, upon the execution and delivery of a Guarantee pursuant to Section 4.15 or 4.20, shall hereby waives waive 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 this its Guarantee will shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guaranteethe Guarantees. Each Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company such Issuer or any Subsidiary such Guarantor, any amount paid by the Company such Issuer or any Subsidiary such Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor Guarantor, upon the execution and delivery of a Guarantee pursuant to Section 4.15 or 4.20, shall hereby further agrees agree that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) subject to this Article Eleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Six hereof for the purposes of this Guaranteethe Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenSix hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Guaranteethe Guarantees. No Affiliate, stockholder, officer, director, limited liability company member or employee, past, present or future, of any Guarantor, as such, shall have any personal liability under such Guarantor’s Guarantee by reason of his, her or its status as such Affiliate, stockholder, officer, director, limited liability company member or employee.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionallyunconditionally guarantees, jointly and severally, guarantees (such guarantee to be referred to herein as the "Guarantee"), subject to Article Twelve, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Securities or the Obligations of the Company hereunder or thereunder, assigns that: (i) the principal of and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise otherwise, and interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, of on the Securities and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder under the Securities will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in the case of any extension of time of payment or renewal of any Securities or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.0511.04. Each Subsidiary Guarantor hereby agrees that its obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorsuch Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Company or any Subsidiary Guarantor, Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary a Guarantor, any amount paid by the Company or any Subsidiary a Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Six for the purposes purpose of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article SevenSix, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary such Guarantor for the purpose of this the Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionally, jointly and severally, guarantees (such guarantee to be referred to herein as the "Guarantee"), subject to Article Twelve, ) to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Securities or Notes and the Obligations of the Company hereunder or thereunderhereunder, that: thereunder and under the Pledge Agreement, and that (without limiting the generality of the foregoing): (i) the principal of and interest on the Securities Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Securities Notes and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities Notes or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, otherwise and (iii) the obligations of the Company and its Subsidiaries under the Collateral Document shall be performed in accordance with the terms thereof; subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.0510.5. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities 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 Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives 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 the SecuritiesNotes, this Indenture Indenture, the Collateral Document and in this Guarantee. If any Securityholder 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 SecurityholderNoteholder, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Seven, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.theretofore

Unconditional Guarantee. Each Subsidiary Subject to the terms of this Section 2.9, including the form of Guarantee set forth below, the Guarantor hereby unconditionally, jointly and severally, unconditionally guarantees (such guarantee to be referred to herein as the "Guarantee"), subject to Article Twelve, to each Holder of a Debt Security authenticated the due and delivered by the Trustee and to the Trustee and its successors and assigns, the Securities or the Obligations punctual payment of the Company hereunder or thereunder, that: (i) the principal of and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on any interestsuch Debt Security, when and as the same shall become due and payable, whether at Maturity, by declaration thereof or otherwise. The form of the Guarantee to be affixed to the extent lawfulreverse side of each Security shall be as follows: FOR VALUE RECEIVED, the Guarantor hereby unconditionally guarantees to the holder of the Securities Debt Security upon which this Guarantee is endorsed the due and all other obligations punctual payment of the principal, premium, if any, and interest on said Debt Security, when and as the same shall become due and payable, whether at maturity, upon redemption or otherwise, according to the terms thereof and of the Indenture referred to therein. The Guarantor agrees to determine, at least one Business Day prior to the date upon which a payment of principal of and premium, if any, or interest on said Debt Security is due and payable, whether the Company has available the funds to make such payment as the same shall become due and payable. In case of the failure of the Company punctually to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities or of pay any such other obligationsprincipal, premium, if any, or interest, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same will be promptly paid in full when shall become due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace periodand payable, whether at stated maturity, by acceleration upon redemption, or otherwise, subject, however, in and as if such payment were made by the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.05Company. Each Subsidiary The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrevocable, and absolute, irrespective of the validity, regularity regularity, or enforceability of the Securities said Debt Security or this said Indenture, the absence of any action to enforce the same, any waiver or consent by any the Holder of the Securities said Debt Security with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, Company or 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 Subsidiary The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protestprotest or notice with respect to said Debt Security or indebtedness evidenced thereby, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture said Debt Security and in this Guarantee. If any Securityholder or The Guarantor shall be subrogated to all rights of 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 holder of said Debt Security against the Company or in respect of any Subsidiary Guarantor, any amount amounts paid by the Company or any Subsidiary Guarantor pursuant to the Trustee or such Securityholder, 106 -98- provisions of this Guarantee; provided, however, that the Guarantor shall not, without the consent of the holders of all of the Debt Securities then outstanding, be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of and premium, if any, and interest on all Debt Securities shall have been paid in full or payment thereof shall have been provided for in accordance with said Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of principal or interest by the Company on the Debt Securities to the holders of the Debt Securities it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is paid by such holder of such trustee in bankruptcy, then and to the extent theretofore dischargedof such repayment, the obligations of the Guarantor hereunder shall be reinstated remain in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, This Guarantee shall not be valid or become obligatory for any purpose with respect to a Debt Security until the certificate of authentication on such Security shall have been signed by the one hand, and Trustee (or the Holders and Authentication Agent). This Guarantee shall be governed by the Trustee, on the other hand, (x) the maturity laws of the obligations guaranteed hereby may be accelerated as provided in Article Seven for the purposes State of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect New York without regard to conflict of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Seven, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guaranteelaws principles thereof.

Unconditional Guarantee. Each of the Subsidiary Guarantor Guarantors hereby unconditionally, unconditionally jointly and severally, severally guarantees (such guarantee to be referred to herein as the "Subsidiary Guarantee"), subject to Article Twelve, ) to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Securities or the Obligations of the Company hereunder or thereunder, that: (i) the principal of and interest on the Securities Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Securities Notes and all other obligations of the Company to the Holders or the Trustee hereunder under the Indenture or thereunder the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities Notes or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.05. Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor on one hand, and the Holders and the Trustee on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of the Subsidiary Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of the Subsidiary Guaranty. Each of the Subsidiary Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantor Guarantors hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture and in this the Subsidiary Guarantee. If any Securityholder 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 such Subsidiary Guarantor to the Trustee or such SecurityholderNoteholder, 106 -98- this the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each of the Subsidiary Guarantor further Guarantors hereby agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration default in the payment of principal (or premium, if any) or interest on such Notes, whether at their Stated Maturity, by acceleration, called for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such obligations as provided Notes, subject to the terms and conditions set forth in Article Seventhis Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by directly against each of the Subsidiary Guarantor for Guarantors to enforce the purpose of this Guarantee.Subsidiary Guarantee without first proceeding against

Unconditional Guarantee. Each Subject to the provisions of this Article Ten, each Subsidiary Guarantor hereby unconditionallyhereby, jointly and severally, guarantees unconditionally and irrevocably guarantees, on a senior unsecured basis (such guarantee to be referred to herein as the a "Note Guarantee"), subject to Article Twelve, ) to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the Securities validity and enforceability of this Indenture, the Notes or the Obligations obligations of the Company or any other Subsidiary Guarantor to the Holders or the Trustee hereunder or thereunder, that: (ia) the principal of of, premium, if any, and interest and any Additional Interest on the Securities will Notes shall be promptly duly and punctually paid in full when due, subject to any applicable grace period, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise otherwise, and interest on the overdue principalprincipal and (to the extent permitted by law) interest, if any, and interest on any interest, to the extent lawful, of the Securities Notes and all other obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 7.07) and all other obligations shall be promptly paid in full or performed, all in accordance ac- cordance with the terms hereof and thereofthereof (including any applicable grace periods); and (iib) in case of any extension of time of payment or renewal of any Securities Notes or any of any such other obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Company to the Holders under this Indenture or under the Notes, howeverfor whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Note Guarantee, and shall entitle the Holders of Notes or the Trustee to accelerate the obligations of the Subsidiary Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Company. Each of the Subsidiary Guarantor Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same 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 guarantorSubsidiary Guarantor. Each of the Subsidiary Guarantor Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture and in this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Company or to 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 SecurityholderHolder, 106 -98- this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xa) subject to this Article Ten, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenSix, such obligations (whether or not due and payable) shall forthwith become due and payable by each the Subsidiary Guarantor Guarantors for the purpose of this Note Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Subsidiary Guarantor, as such, shall have any personal liability under this Note Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionallySubject to the provisions of this Article Ten, each of the Guarantors, upon the execution and delivery of a Guarantee pursuant to Section 4.15, shall hereby, jointly and severally, guarantees unconditionally and irrevocably guarantee, on an unsecured, senior basis (such guarantee guarantees to be referred to herein as the "Guarantee"“Guarantees”), subject to Article Twelve, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the Obligations obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (ia) the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on any interestthe Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent lawfulpermitted by law) interest, of if any, on the Securities and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 7.7 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities or any of any such other obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Company to the Holders under this Indenture or under the Securities, howeverfor whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under the Guarantees, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Company. Each Subsidiary Guarantor of the Guarantors, upon the execution and delivery of a Guarantee pursuant to Section 4.15, shall hereby agrees agree that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same same, 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 guarantorGuarantor. Each Subsidiary Guarantor of the Guarantors, upon the execution and delivery of a Guarantee pursuant to Section 4.15, shall hereby waives waive 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 its Guarantee will shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guaranteethe Guarantees. Each Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the such Company or any Subsidiary such Guarantor, any amount paid by the such Company or any Subsidiary such Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor Guarantor, upon the execution and delivery of a Guarantee pursuant to Section 4.15, shall hereby further agrees agree that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) subject to this Article Ten, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Six hereof for the purposes of this Guaranteethe Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenSix hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Guaranteethe Guarantees. No Affiliate, stockholder, officer, director, limited liability company member or employee, past, present or future, of any Guarantor, as such, shall have any personal liability under such Guarantor’s Guarantee by reason of his, her or its status as such Affiliate, stockholder, officer, director, limited liability company member or employee.

Unconditional Guarantee. Each Subsidiary Subject to the provisions of this Article Fourteen, each Guarantor hereby unconditionallyupon becoming a Guarantor in accordance with the provisions of Section 10.18 or otherwise, jointly and severally, guarantees severally unconditionally and irrevocably guarantee (such guarantee to be referred to herein as the a "Guarantee"), subject to Article Twelve, ) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the Obligations obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (ia) the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on the Securities (and any interestAdditional Amounts payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent lawfulpermitted by law) interest, of if any, on the Securities and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 6.07 hereof) and all other Indenture Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities or any of any such other obligationsIndenture Obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Company to the Holders, howeverfor whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the case same manner and to the same extent as the obligations of clauses (i) and (ii) abovethe Company. Each Guarantor agrees, to the limitations set forth in Section 11.05. Each Subsidiary Guarantor hereby agrees fullest extent permitted by applicable law, that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same same, 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 Subsidiary Guarantor hereby waives waives, to the fullest extent permitted by applicable law, the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants covenant, that this its Guarantee will shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this its Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary such Guarantor, any amount paid by the Company or any Subsidiary such Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect, to the fullest extent permitted by applicable law. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) subject to this Article Fourteen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenFive hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. This 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 -168- the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor shall have the right to seek contribution from any other Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionallySubject to the provisions of this Section 1, each of the Guarantors, jointly and severally, hereby unconditionally and irrevocably guarantees (such guarantee to be referred to herein as the "Guarantee"), subject to Article Twelve, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee for the benefit of the Holders, irrespective of the validity and its successors and assigns, enforceability of the Securities Loan Agreement or the Obligations obligations of the Company or any other Guarantors to the Trustee hereunder or thereunder, thatthe full and prompt payment of: (ia) the principal of and interest redemption premium, if any, on the Securities will be promptly paid in full Series 2022A-1 Bonds when due, subject to any applicable grace period, and as the same shall become due (whether at maturity, by acceleration acceleration, call for redemption or otherwise and otherwise); (b) the interest on the overdue principalSeries 2022A-1 Bonds when and as the same shall become due; (c) the purchase price of Series 2022A-1 Bonds tendered or deemed tendered for purchase pursuant to Sections 4.6, if any4.8 or 4.9 of the Indenture; and (d) all amounts allocable to the Series 2022A-1 Bonds due or to become due from the Company under Sections 4.2(a) and 4.2(b) of the Loan Agreement (collectively, the “Guaranteed Obligations”). Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company under the Series 2022A-1 Bonds, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. A Loan Default Event under the Loan Agreement with respect to the Series 2022A-1 Bonds shall constitute an event of default under this Guaranty, and interest on any interest, shall entitle the Trustee to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent lawful, of as the Securities and all other obligations of the Company to under the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms Loan Agreement. Each of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.05. Each Subsidiary Guarantor Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this IndentureLoan Agreement, the absence of any action to enforce the same, any waiver or consent by release of any Holder of the Securities with respect to any provisions hereof or thereofother Guarantor, the recovery of any judgment against the Company, any action to enforce the same same, whether or not this Guaranty is affixed to the Loan Agreement or the Series 2022A-1 Bonds, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorsuch Guarantor. Each Subsidiary 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 Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will Guaranty shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture Guaranteed Obligations. This Guaranty is a guarantee of payment and in this Guaranteenot of collection. If any Securityholder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Company or to a Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary a Guarantor, any amount paid by the Company or any Subsidiary a Guarantor to the Trustee or such SecurityholderTrustee, 106 -98- this GuaranteeGuaranty, to the extent theretofore theretofor discharged, shall be reinstated in full force and effect, subject to Section 7 hereof. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders and the Trustee, on the other hand, (xa) subject to the other provisions of this Guaranty, the maturity of the obligations guaranteed hereby Series 2022A-1 Bonds may be accelerated as provided in Article Seven Section 7.2 of the Loan Agreement for the purposes of this GuaranteeGuaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebySeries 2022A-1 Bonds, and (yb) in the event of any acceleration of such obligations the Series 2022A-1 Bonds as provided in Article SevenSection 7.2 of the Loan Agreement, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary the Guarantor for the purpose of this GuaranteeGuaranty. Each Guarantor agrees to make immediate payment to the Trustee of all Guaranteed Obligations owing or payable to Trustee upon receipt of a demand for payment therefor by the Trustee to the Guarantor in writing.

Unconditional Guarantee. Each Subsidiary Subject to the provisions of this Article Thirteen, the Guarantor hereby unconditionally, jointly unconditionally and severally, irrevocably guarantees (such guarantee guarantees to be referred to herein as the "GuaranteeGUARANTEES"), subject to Article Twelve, ) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the Obligations of the Company hereunder or thereunder, that: (i) the principal of and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Securities and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee hereunder) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities or any of any such other obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Company to the Holders under this Indenture or under the Securities, howeverfor whatever reason, the Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantor hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Company. Each Subsidiary The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same 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 guarantorGuarantor. Each Subsidiary The 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 Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee will shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Company or to the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary the Guarantor, any amount paid by the Company or any Subsidiary the Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary The Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) subject to this Article Thirteen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenFive hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary the Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Subject to the provisions of this Article Eleven, each Guarantor hereby unconditionallyhereby, jointly and severally, guarantees unconditionally and irrevocably guarantees, on a senior basis (such guarantee to be referred to herein as the "a “Guarantee"), subject to Article Twelve, ”) to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the Securities validity and enforceability of this Indenture, the Notes or the Obligations obligations of the Company or any other Guarantor to the Holders or the Trustee hereunder or thereunder, that: (ia) the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on the Notes (and any interestAdditional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent lawfulpermitted by law) interest, of if any, on the Securities Notes and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 7.07 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities Notes or any of any such other obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Company to the Holders under this Indenture or under the Notes, howeverfor whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Company. Each Subsidiary Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities 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, whether or not a Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee will shall not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture and in this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary such Guarantor, any amount paid by the Company or any Subsidiary such Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xa) subject to this Article Eleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Six hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenSix hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Subsidiary Guarantor For valuable consideration, receipt whereof is hereby unconditionallyacknowledged, jointly and severally, guarantees (such guarantee to be referred induce the Banks to herein as make Advances and the "Guarantee"), subject Issuing Bank to Article Twelve, issue Letters of Credit to each Holder of a Security authenticated Borrowing Subsidiary, the Company unconditionally and delivered by the Trustee and irrevocably guarantees to the Trustee Banks and its successors and assigns, the Securities or the Obligations of the Company hereunder or thereunder, that: (i) Administrative Agent that the principal of and interest on the Securities will be promptly paid in full when dueeach Advance, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, Letter of the Securities Credit and all other obligations of the Company to the Holders or the Trustee amounts payable by each Borrowing Subsidiary hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, (whether at stated maturity, by acceleration or otherwise) in accordance with the terms hereof and thereof, subject, howeverand, in the case of clauses any extension of time of payment, in whole or in part, that all such amounts shall be promptly paid when due (whether at stated maturity, by acceleration or otherwise) in accordance with the terms of such extension. In addition, the Company unconditionally agrees that upon (a) default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any of such principal, interest or other amounts, the Company shall forthwith pay the same, or (b) the occurrence and continuance of any event described in Section 6.01(e), (f) or (i) with respect to any Borrowing Subsidiary (as if each reference therein to "Material Subsidiary" were a reference to such Borrowing Subsidiary), the Company shall forthwith pay all principal, interest and (ii) aboveother amounts payable hereunder by such Borrowing Subsidiary. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that constitute part of the obligations of any Borrowing Subsidiary guaranteed by the Company under this Article VII and would be owed by any such 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 to the limitations set forth existence of a bankruptcy, reorganization or similar proceeding involving such Borrowing Subsidiary (including, without limitation, all interest, fees, costs and charges that accrue after the commencement of a bankruptcy, reorganization or similar proceeding at the applicable contract rate, whether or not a claim for post-petition interest, fees, costs and charges is allowed in Section 11.05any such proceeding). Each Subsidiary Guarantor hereby agrees that This guarantee is a guarantee of payment and performance and not of collection. . The obligations of the Company under this Article VII are independent of the obligations of the Borrowing Subsidiaries guaranteed hereunder, and a separate action or actions may be brought and prosecuted against the Company to enforce its obligations hereunder shall be unconditionalunder this Article VII, irrespective of whether any action is brought against any Borrowing Subsidiary or whether any Borrowing Subsidiary is joined in any such action or actions. The obligations of the Company under this Article VII shall be unconditional irrespective of (i) the genuineness, validity, regularity or enforceability of the Securities obligations of the Borrowing Subsidiaries under this Agreement or any other Loan Document, (ii) any law, regulation or order of any jurisdiction affecting any term of any obligation of any Borrowing Subsidiary under this IndentureAgreement or the rights of any Bank, the absence Issuing Bank or the Administrative Agent with respect thereto, (iii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of any action Borrowing Subsidiary guaranteed by the Company under this Article VII, or any other amendment or waiver of or any consent to enforce the samedeparture from this Agreement or any other Loan Document, (iv) any waiver change, restructuring or consent by any Holder termination of the Securities with respect to any provisions hereof corporate structure or thereof, the recovery existence of any judgment against Borrowing Subsidiary or any of its Subsidiaries, or (v) to the Companyfullest extent permitted by applicable law, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable defense or discharge or defense of a surety or guarantor. Each Subsidiary Guarantor hereby . The Company expressly waives promptness, diligence, presentment, demand of payment, filing of claims protest and any other notice with a court in respect to the event of insolvency or bankruptcy obligations of the Company, Company under this Article VII and any requirement that any right to require a proceeding first or power be exhausted or any action be taken against the Company, protest, notice any Borrowing Subsidiary and all notices and demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in 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 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, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Seven, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guaranteewhatsoever.

Unconditional Guarantee. Each Subsidiary (a) Subject to the provisions of this Article Thirteen, each Guarantor hereby unconditionally, jointly and severally, severally unconditionally and irrevocably guarantees (such guarantee to be referred to herein as the "a “Guarantee"), subject to Article Twelve, ”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the Obligations obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (ia) the principal of and interest on the Securities will (and any Additional Amounts payable thereon) and any other amounts owing in respect of the Securities shall be promptly duly and punctually paid in full when due, subject to any applicable grace period, whether at maturity, upon prepayment pursuant to the provisions of Article Eleven hereof and the Securities relating thereto, by acceleration or otherwise otherwise, and interest on the overdue principalprincipal and (to the extent permitted by law) interest and Additional Amounts, if any, and interest on any interest, to the extent lawful, of the Securities and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 6.07 hereof) and all other Indenture Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities or any of any such other obligationsIndenture Obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Company to the Holders, howeverfor whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Company. Each Subsidiary Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same same, 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 Subsidiary Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee will shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary such Guarantor, any amount paid by the Company or any Subsidiary such Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders and the Trustee, on the other hand, (xa) subject to this Article Thirteen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenFive hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. The Guarantors hereby agree that the obligations of each Guarantor hereunder at any time shall be limited to the maximum amount as will result in the obligations of such Guarantor hereunder not constituting a fraudulent transfer or conveyance. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. 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 this Guarantee. (b) To further evidence the Guarantee set forth in Section 13.01(a), each Guarantor hereby agrees that a notation of such Guarantee, substantially in the form included in Section 2.07, shall be endorsed on each Security authenticated and delivered by the Trustee and such Guarantee shall be executed by either manual or facsimile signature of a legal representative of each Guarantor. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Security. Each Guarantor hereby agrees that its Guarantee set forth in Section 13.01(a) shall remain in full force and effect notwithstanding any failure to endorse on each Security an notation of such Guarantee. If a legal representative of a Guarantor whose signature is on this Indenture or a notation of Guarantee ceases to be a legal representative of such Guarantor at the time the Trustee authenticates the Security on which such Guarantee is endorsed or at any time thereafter, such Guarantor’s Guarantee of such Security shall be valid nevertheless. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of the Guarantor.

Unconditional Guarantee. Each Subsidiary Subject to any other provisions set forth in the Authorizing Resolution or supplemental indenture relating to a particular Series, the Guarantor hereby unconditionally, jointly and severally, guarantees Guarantees (such guarantee to be referred to herein as the "Guarantee"), subject to Article Twelve, ) to each Holder of a Security Securities of such Series authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Securities or the Obligations of the Company hereunder or thereunder, that: (i) the principal of and interest on the Securities of such Series will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, interest of the Securities of such Series and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder thereunder, except obligations to pay principal and interest on any other Series not so Guaranteed, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities of such Series or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.059.04. Each Subsidiary The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of such Series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such Series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorthe Guarantor. Each Subsidiary The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the SecuritiesSecurities of the applicable Series, this Indenture and in this the Guarantee. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary the Guarantor, any amount paid by the Company or any Subsidiary the Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary The Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article Seven Six for the purposes of this the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed Guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article SevenSix, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary the Guarantor for the purpose of this the Guarantee.

Unconditional Guarantee. Each Restricted Subsidiary Guarantor hereby that hereafter executes and delivers a supplemental indenture in the manner provided in Section 9.12(a) hereof shall thereby unconditionally, jointly and severally, guarantees guarantee (each such guarantee to be referred to herein as a "Subsidiary Guarantee," with all such guarantees being referred to herein as the "GuaranteeSubsidiary Guarantees"), subject to Article Twelve, ) to each Holder of a Security Securities authenticated and delivered by the Trustee and to the Trustee and its successors and 104 assigns, the Securities or the Obligations full and prompt performance of the Company hereunder or thereunder, Company's obligations under this Indenture and the Securities and that: : (ia) the principal of (or premium, if any, on) and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration acceleration, redemption or otherwise otherwise, and interest on the overdue principalprincipal of and interest on the Securities, if any, and interest on any interest, to the extent lawful, of the Securities and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (iib) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturityStated Maturity, by acceleration or otherwise, ; subject, however, in the case of clauses (ia) and (iib) above, to the limitations set forth in Section 11.0512.4 hereof. Each Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. The obligations of each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives shall waive 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 shall covenant that this its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this the Subsidiary Guarantee. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. No Subsidiary Guarantor shall be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed by the Subsidiary Guarantee until payment in full of all obligations guaranteed thereby. Each Subsidiary Guarantor shall further agrees agree that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby by the Subsidiary Guarantee may be accelerated as provided in Article Seven IV hereof for the purposes of this the Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyby the Subsidiary Guarantee, and (yii) in the 105 event of any acceleration of such obligations as provided in Article SevenIV hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this the Subsidiary Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionallySubject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally, guarantees (such guarantee to be referred to herein as the "Guarantee")unconditionally and irrevocably guarantees, subject to Article Twelveon a senior secured basis, to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the Securities validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: (i) the principal of and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Securities and all other obligations of the Company Issuers or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, 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 will be promptly paid in full or performed(including amounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (iib) in case of any extension of time of payment or renewal of any Securities Notes or any of any such other obligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Issuers to the Holders under this Indenture or under the Notes or the Security Documents, howeverfor whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance 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 case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Issuers. Each Subsidiary Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities 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 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 guarantorGuarantor. Each Subsidiary Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenants that this its Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture and in this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Issuers or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuers or any Subsidiary such Guarantor, any amount paid by the Company Issuers or any Subsidiary such Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xa) subject to this Article Eleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenSix hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Note Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionallySubject to the provisions of this Article Ten, each of the Guarantors, shall hereby, jointly and severally, guarantees unconditionally and irrevocably guarantee, on a senior basis (such guarantee guarantees to be referred to herein as the "Guarantee"), subject to Article Twelve, “Guarantees”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the Obligations obligations of the Company Issuers or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (ia) the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on any interestthe Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent lawfulpermitted by law) interest, of if any, on the Securities and all other obligations of the Company Issuers or the Guarantors to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 7.7 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities or any of any such other obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Issuers to the Holders under this Indenture or under the Securities, howeverfor whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under the Guarantees, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Issuers. Each Subsidiary Guarantor of the Guarantors, shall hereby agrees agree that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities 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 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 guarantorGuarantor. Each Subsidiary Guarantor of the Guarantors, shall hereby waives waive 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 its Guarantee will shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guaranteethe Guarantees. Each Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Issuers or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company such Issuers or any Subsidiary such Guarantor, any amount paid by the Company such Issuers or any Subsidiary such Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor Guarantor, shall hereby further agrees agree that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) subject to this Article Ten, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Six hereof for the purposes of this Guaranteethe Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenSix hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Guaranteethe Guarantees. No Affiliate, stockholder, officer, director, limited liability company member or employee, past, present or future, of any Guarantor, as such, shall have any personal liability under such Guarantor’s Guarantee by reason of his, her or its status as such Affiliate, stockholder, officer, director, limited liability company member or employee.

Unconditional Guarantee. Each Subject to the provisions of this Article 11, each Subsidiary Guarantor hereby unconditionally, jointly and severallyseverally unconditionally and irrevocably guarantees, guarantees on an unsecured senior basis (such guarantee to be referred to herein as the "a “Guarantee"), subject to Article Twelve, ”) to each Holder of a Security authenticated and delivered by the Trustee Trustee, and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the Obligations obligations of the Company or any other Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder, that: (ia) the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on any interestthe Securities (including Liquidated Damages, if any) shall be duly and punctually paid in full when due, whether at maturity, by acceleration, upon redemption, purchase or otherwise, and interest on the overdue principal and (to the extent lawfulpermitted by law) interest, of if any, on the Securities and all other obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 7.07 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities or any of any such other obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Company to the Holders under this Indenture or under the Securities, howeverfor whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under the Guarantees, and shall entitle the Holders of Securities to accelerate the obligations of the Subsidiary Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Company. Each of the Subsidiary Guarantor Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Securityholder with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same 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 of the Subsidiary Guarantor Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee will shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. Each Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Company or to 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 SecurityholderHolder, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders Securityholders and the Trustee, on the other hand, (xa) subject to this Article 11, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven 6 hereof for the purposes of this its Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article Seven6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each the Subsidiary Guarantor Guarantors for the purpose of this its Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, of any Subsidiary Guarantor, as such, shall have any personal liability under the Guarantees by reason of his, her or its status as such stockholder, officer, director, employee or incorporator.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionallySubject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally, guarantees (such guarantee to be referred to herein as the "Guarantee")unconditionally and irrevocably guarantees, subject to Article Twelve, on a senior subordinated basis to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the Obligations obligations of Casella or any other Guarantors to the Company Holders or the Trustee hereunder or thereunder, that: (ia) (x) the due and punctual payment of the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on any interestthe Securities when and as the same shall become due and payable, whether at maturity, upon redemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent lawfulpermitted by law) interest, of if any, on the Securities of any series and (z) the due and punctual payment and performance of all other obligations of Casella and all other obligations of the Company other Guarantors (including under the Subsidiary Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed(including amounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (iib) in case of any extension of time of payment or renewal of any Securities or of any series or any of such other obligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of Casella to the Holders under this Indenture or under the Securities of any series, howeverfor whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities of any series shall constitute an event of default under the related Subsidiary Guarantees, and shall entitle the Holders of Securities of such series to accelerate the obligations of the Guarantors thereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of Casella. Each Subsidiary Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyCasella, any action to enforce the same same, whether or not a Subsidiary Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyCasella, any right to require a proceeding first against the CompanyCasella, protest, notice and all demands whatsoever and covenants that this its Subsidiary Guarantee will shall not be discharged except by complete performance of the obligations contained in the SecuritiesSecurities of each series, this Indenture and in this Subsidiary Guarantee. This Subsidiary Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Casella or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Casella or any Subsidiary such Guarantor, any amount paid by the Company Casella or any Subsidiary such Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) subject to this Article Eleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Six for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenSix hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Subsidiary Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionallySubject to the provisions of this Article Ten, each Guarantor, if any, hereby, jointly and severally, guarantees unconditionally and irrevocably guarantees, on a senior basis (such guarantee to be referred to herein as the a "Guarantee"), subject to Article Twelve, ) to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the Securities validity and enforceability of this Indenture, the Notes or the Obligations obligations of the Company or any other Guarantor to the Holders or the Trustee hereunder or thereunder, that: (ia) the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on the Notes (and any interestAdditional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent lawfulpermitted by law) interest, of if any, on the Securities Notes and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 7.07) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities Notes or any of any such other obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Company to the Holders under this Indenture or under the Notes, howeverfor whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Company. Each Subsidiary Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities 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, whether or not a Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee will shall not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture and in this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary such Guarantor, any amount paid by the Company or any Subsidiary such Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xa) subject to this Article Eleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenSix, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Subsidiary Guarantor (Form of Guarantee) FOR VALUE RECEIVED, the Guarantor, hereby unconditionallyunconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed the due and punctual payment of the principal of, jointly sinking funds payment, if any, premium, if any, or interest on said Security, when and severally, guarantees (such guarantee to be referred to herein as the "Guarantee"), subject to Article Twelve, to each Holder of a Security authenticated same shall be become due and delivered by the Trustee and to the Trustee and its successors and assigns, the Securities or the Obligations of the Company hereunder or thereunder, that: (i) the principal of and interest on the Securities will be promptly paid in full when due, subject to any applicable grace periodpayable, whether at maturity, by acceleration upon redemption or otherwise otherwise, according to the terms thereof and interest on of the overdue principalIndenture referred to therein. The Guarantor agrees to determine, at least one business day prior to the date upon which a payment of principal of, sinking fund payment, if any, and premium, if any, or interest on any interestsaid Security is due and payable, whether the Company has available the funds to make such payment as the extent lawful, same shall become due and payable. In case of the Securities and all other obligations failure of the Company punctually to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities or of pay any such other obligationsprincipal, sinking fund payment, if any, premium, if any, or interest, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same will be promptly paid in full when shall become due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace periodand payable, whether at stated maturity, by acceleration upon redemption, or otherwise, subject, however, in and as if such payment were made by the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.05Company. Each Subsidiary The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrevocable, and absolute, irrespective of the validity, regularity regularity, or enforceability of the Securities said Security or this said Indenture, the absence of any action to enforce the same, any waiver or consent by any the Holder of the Securities said Security with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, Company or 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 Subsidiary The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protestprotest or notice with respect to said Security or indebtedness evidenced thereby, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture said Security and in this Guarantee. If any Securityholder or The Guarantor shall be subrogated to all rights of 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 Holder of said Security against the Company or in respect to any Subsidiary Guarantor, any amount amounts paid by the Company or any Subsidiary Guarantor pursuant to the Trustee or such Securityholder, 106 -98- provisions of this Guarantee; provided, however, that the Guarantor shall not, without the consent of the Holders of all of the Securities then outstanding, be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of and premium, if any, and interest on all Securities shall have been paid in full or payment thereof shall have been provided for in accordance with said Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of principal or interest by the Company on the Securities to the Holders of the Securities it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is paid by such Holder to such trustee in bankruptcy, then and to the extent theretofore discharged, of such repayment the obligations of the Guarantor hereunder shall be reinstated remain in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, This Guarantee shall not be valid or become obligatory for any purpose with respect to a Security until a certificate of authentication on such Security shall have been signed by the one hand, and Trustee (or the Holders and authenticating agent). This Guarantee shall be governed by the Trustee, on the other hand, (x) the maturity laws of the obligations guaranteed hereby may be accelerated as provided in Article Seven for the purposes State of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Seven, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this GuaranteeNew York.

Unconditional Guarantee. Each Subsidiary (a) In consideration of the premises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Parent Guarantor hereby unconditionallyhereby, jointly irrevocably and severallyunconditionally guarantees, guarantees (such guarantee and agrees to be referred to herein as the "Guarantee"), subject to Article Twelve, liable on a senior basis to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the Obligations of the Company hereunder Issuer under this Indenture or thereunderthe Securities, that: (i) the principal of of, premium, if any, and interest (including, without limitation, any interest accruing following the commencement of a bankruptcy or other insolvency proceeding of the Issuer, irrespective of the allowability of any such amounts in any such proceeding) on the Securities will shall be promptly duly and punctually paid in full when due, due (subject to any applicable grace period), whether at maturity, upon redemption, by acceleration or otherwise otherwise, and interest on the overdue principalprincipal and (to the extent permitted by law) interest, if any, and interest on any interest, to the extent lawful, of the Securities and all other obligations Obligations (including, without limitation, any Obligations accruing following the commencement of a bankruptcy or other insolvency proceeding of the Company Issuer, irrespective of the allowability of any such amounts in any such proceeding) of the Issuer or any Parent Guarantor to the Holders or the Trustee hereunder under the Indenture, the Securities or thereunder will the Collateral Agreements (including amounts due the Trustee under this Indenture), shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; of the Indenture, the Securities or the Collateral Agreements, and (ii) in case of any extension of time of payment or renewal of any Securities or any of any such other obligationsObligations of the Issuer, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, renewal (subject to any applicable grace period), whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due (subject to any applicable grace period) of any amount so guaranteed, subjector failing performance of any other Obligation of the Issuer to the Holders or the Trustee under this Indenture, howeverunder the Securities or under the Collateral Agreement, for whatever reason, any Parent Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under such Parent Guaranty, and shall entitle the Holders or Trustee to accelerate the Obligations of each Parent Guarantor under its Parent Guaranty in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05. same extent as the Obligations of the Issuer under this Indenture or under the Securities. (b) Each Subsidiary Parent Guarantor hereby agrees that its obligations hereunder Obligations under its Parent Guaranty shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this IndentureIndenture or any Collateral Agreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Parent Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same same, whether or not a Parent Guaranty 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 Subsidiary Parent 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 or the taking of any action first against the Collateral, protest, notice and all demands whatsoever and covenants that this Guarantee will its Parent Guaranty shall not be discharged except by complete performance of the obligations Obligations contained in the Securities, this Indenture and in this Guaranteeits Parent Guaranty. The Parent Guaranty shall be a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Issuer or to any Subsidiary Parent Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or any Subsidiary such Parent Guarantor, any amount paid by the Company Issuer or any Subsidiary such Parent Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this Guaranteethe Parent Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Parent Guarantor shall further agrees agree that, as between each Subsidiary Guarantorit, on the one hand, and the Holders and the Trustee, on the other hand, (xi) subject to this Article Thirteen, the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Seven Five hereof for the purposes of this Guaranteeits Parent Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed herebythereby, and (yii) in the event of any acceleration of such obligations Obligations as provided in Article SevenFive hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Parent Guarantor for the purpose of its Parent Guaranty. (c) Each Parent Guarantor further agrees that the validity of this GuaranteeGuaranty and the obligations of each Parent Guarantor hereunder shall in no way be terminated, affected or impaired (i) by reason of the assertion by the Trustee or any Holder of any rights or remedies which any of them may have under or with respect to either the Securities or this Indenture, against any person obligated thereunder, (ii) by reason of any failure to file or record any of such instruments or to take or perfect any security intended to be provided thereby, (iii) by reason of the release or exchange of the Collateral or any other collateral pledged in support of the Securities, (iv) by reason of the Trustee's or any Holder's failure to exercise, or delay in exercising, any such right or remedy or any right or remedy the Trustee or any Holder may have hereunder or in respect of this Guaranty, or (v) by reason of the commencement of a case under the United States Bankruptcy Code by or against any person obligated under the Securities, this Indenture or this Guaranty or the discharge or release of any Obligation in a case commenced under the United States Bankruptcy Code. It is further understood, that if the Issuer shall have taken advantage of, or be subject to the protection of, any provision in the United States Bankruptcy Code, the effect of which is to prevent or delay the Trustee or any Holder from taking any remedial action against the Issuer, including the exercise of any option the Trustee or any Holder has to declare the Obligations due and payable upon the occurrence of any default or event by which under the terms of the Securities or the Indenture the Obligations shall become due and payable, and notwithstanding anything to the contrary contained in this Guaranty, the Trustee and/or the Holders of 25% or more in aggregate principal amount of the Securities (regardless of whether or not the Trustee has acted) may, as against any Parent Guarantor, nevertheless declare the Obligations due and payable and enforce any or all of its and their rights and remedies against any Parent Guarantor provided for herein. (d) Each of the Issuer and Parent Guarantor agrees to cause each Person that shall become a Parent after the date of this Indenture to become a Parent Guarantor and execute and deliver a supplement to this Indenture, pursuant to which such Person will guarantee the Obligations of the Issuer on the same terms and conditions as contained in this Article Thirteen. Subject to Section 10.1 of this Indenture, in no event shall any Parent Guarantor be released from its Parent Guaranty. (e) Each Parent Guarantor agrees that all related businesses to those of the Issuer will be conducted by or beneath an entity that has complied with Section 13.1(d).

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionallySubject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally, guarantees unconditionally and irrevocably guarantees, on a senior subordinated basis (such guarantee guarantees to be referred to herein as the a "Guarantee"), subject to Article Twelve, ) to each Holder of a Security authenticated and --------- delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of -91- this Indenture, the Securities or the Obligations obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (ia) the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on any interestthe Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent lawfulpermitted by law) interest, of if any, on the Securities and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 7.07 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities or any of any such other obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Company to the Holders under this Indenture or under the Securities, howeverfor whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Company. Each Subsidiary Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same same, 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 guarantorGuarantor. Each Subsidiary Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee will shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary such Guarantor, any amount paid by the Company or any Subsidiary such Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) subject to this Article Eleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Six hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenSix hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each (a) Notwithstanding any provision of this Article XIV to the contrary, the provisions of this Article XIV shall be applicable only to, and inure solely to the benefit of, the Debt Securities of any series designated, pursuant to Section 2.03, as entitled to the benefits of the Guarantee of each of the Subsidiary Guarantor Guarantors. (b) For value received, each of the Subsidiary Guarantors hereby unconditionallyfully, jointly unconditionally and severally, absolutely guarantees (such guarantee the “Guarantee”) to be referred to herein as the "Guarantee"), subject to Article Twelve, to each Holder of a Security authenticated and delivered by the Trustee Holders and to the Trustee the due and its successors and assigns, the Securities or the Obligations punctual payment of the Company hereunder or thereunderprincipal of, that: (i) the principal of and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on any interest, to the extent lawful, of the Debt Securities and all other obligations amounts due and payable under this Indenture and the Debt Securities by the Issuers, when and as such principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity or by declaration of the Company acceleration, call for redemption or otherwise, according to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewalDebt Securities and this Indenture, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.0514.03 and (ii) in the case of the Guarantee of the Subordinated Debt Securities, to the subordination provisions contained in Article XII. (c) Failing payment when due of any amount guaranteed pursuant to the Guarantee, for whatever reason, each of the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately, subject, in the case of the Guarantee of the Subordinated Debt Securities, to the subordination provisions contained in Article XII. The Guarantee hereunder (other than the Guarantee of the Subordinated Debt Securities) is intended to be a general, unsecured, senior obligation of each of the Subsidiary Guarantors and will rank pari passu in right of payment with all Debt of each Subsidiary Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee. Each of the Subsidiary Guarantor Guarantors hereby agrees that its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities Debt Securities, the Guarantee (including the Guarantee of any other Subsidiary Guarantor) or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Debt Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuers or any other Subsidiary Guarantor, or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy any 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 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 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, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Seven, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.Subsidiary

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionallyof the Guarantors hereby, jointly and severallyseverally and unconditionally guarantees, guarantees on a senior subordinated basis (such guarantee to be referred to herein as the a "Guarantee"), subject to Article Twelve, ) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Securities or the Obligations of the Company hereunder or thereunder, assigns that: (ia) the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on the Securities (and any interestLiquidated Damages payable thereon) shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent lawfulpermitted by law) interest, of if any, on the Securities and all other obligations Obligations of the Company to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities or any of any such other obligationsObligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, otherwise subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.0511.04. Failing payment when due of any amount so 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, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. Each Subsidiary Guarantor of the Guarantors hereby agrees that its obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the 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, 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 guarantorGuarantor. Each Subsidiary Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee will shall not be discharged except by complete performance of the obligations Obligations contained in the Securities, this Indenture and in this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary such Guarantor, any amount paid by the Company or any Subsidiary such Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Seven Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations Obligations as provided in Article SevenSix hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Subsidiary The Guarantor hereby unconditionally, jointly and severally, unconditionally guarantees (such guarantee to be referred to herein as the "Guarantee"), subject to Article Twelve, to each Holder of a Debt Security of any series authenticated and delivered by the Trustee or Authenticating Agent the due and to the Trustee and its successors and assigns, the Securities or the Obligations punctual payment of the Company hereunder or thereunder, that: (i) the principal of and premium, if any, and interest (including any Additional Amounts, Additional Interest or Additional Sums) on such Debt Security and the Securities will be promptly paid in full due and punctual payment of the sinking fund payments, if any, provided for pursuant to the terms of such Debt Security, when due, subject to any applicable grace periodand as the same shall become due and payable, whether at maturity, by acceleration or otherwise and interest on the overdue principalredemption or otherwise, if any, and interest on any interest, to the extent lawful, of the Securities and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of such Debt Security and of this Indenture. In case of the extension failure of the Company punctually to pay any such principal, premium, interest or renewalsinking fund payment, subject the Guarantor hereby agrees to cause any applicable grace periodsuch payment to be made punctually when and as the same shall become due and payable, whether at stated maturity, by upon acceleration or redemption or otherwise, subjectand as if such payment were made by the Company; provided, however, that in the case of clauses (i) and (ii) above, the Company exercising its deferral of interest payment right pursuant to Section 313 of this Indenture the limitations set forth in Section 11.05Guarantor's guarantee of interest payment will apply only at the end of the related Extension Period. Each Subsidiary The Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Securities such Debt Security or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Debt Security or this Indenture, or any waiver waiver, modification, consent or consent indulgence granted to the Company with respect thereto, by any the Holder of such Debt Security or the Securities with respect to any provisions hereof or thereofTrustee, the recovery of any judgment against the Company, Company or any action to enforce the same same, or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Subsidiary The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any such Debt Security or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of and premium, if any, and interest on, and any sinking fund payments required with respect to, the Debt Securities and the complete performance of the all other obligations contained in the Debt Securities, this Indenture and . The Guarantor shall be subrogated to all rights of the Holder of any Debt Security against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee. If any Securityholder or ; provided, however, that the Trustee is required by any court or otherwise Guarantor shall not be entitled to return to the Company, any Subsidiary Guarantorenforce, or to receive any custodianpayments arising out of or based upon, trusteesuch right of subrogation until the principal of and premium, liquidator or other similar official acting if any, and interest on, and any sinking fund payments required with respect to, all Debt Securities shall have been paid in relation to full. Claims under the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Securityholder, 106 -98- this GuaranteeGuarantee are, to the extent theretofore dischargedprovided in this Indenture, shall be reinstated subordinate and subject in right of payment to the prior payment in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary of all Senior Debt of the Guarantor, on the one hand, and the Holders and Guarantee is issued subject to the Trusteeprovisions of this Indenture with respect thereto. Each Holder of a Security upon which the Guarantee is endorsed, on by accepting the other handsame, (xa) agrees to and shall be bound by such provisions, (b) authorizes and directs the maturity of the obligations guaranteed hereby Trustee on his behalf to take such action as may be accelerated as necessary or appropriate to effectuate the subordination so provided in Article Seven for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yc) in appoints the event of Trustee his attorney-in-fact for any acceleration of and all such obligations as provided in Article Seven, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guaranteepurposes.

Unconditional Guarantee. Each Subsidiary Guarantor (a) Notwithstanding any provision of this Article XIV to the contrary, the provisions of this Article XIV shall be applicable only to, and inure solely to the benefit of, the Debt Securities of any series designated, pursuant to Section 2.03, as entitled to the benefits of the Guarantee of any of the Guarantors. (b) For value received, each of the Guarantors hereby unconditionallyfully, jointly unconditionally and severally, absolutely guarantees (such guarantee to be referred to herein as the "Guarantee"), subject ) to Article Twelve, to each Holder of a Security authenticated and delivered by the Trustee Holders and to the Trustee the due and its successors and assigns, the Securities or the Obligations punctual payment of the Company hereunder or thereunderprincipal of, that: (i) the principal of and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on any interest, to the extent lawful, of the Debt Securities and all other obligations amounts due and payable under this Indenture and the Debt Securities by the Company, when and as such principal, premium, if any, interest and other amounts shall become due and payable, whether at the Stated Maturity or by declaration of the Company acceleration, call for redemption or otherwise, according to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewalDebt Securities and this Indenture, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.0514.03. (c) Failing payment when due of any amount guaranteed pursuant to its Guarantee, for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. The Guarantee hereunder is intended to be a general, unsecured, senior obligation of each of the Guarantors and will rank pari passu in right of payment with all Debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee. Each Subsidiary Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities Debt Securities, its Guarantee (including the Guarantee of any other Subsidiary Guarantor) or this Indenture, the absence of any action to enforce the same, any waiver or consent by the Trustee or any Holder of the Debt Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyCompany or any other Guarantor, or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantorany of the Guarantors. Each Subsidiary of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Debt Securities, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.04, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce its Guarantee without first proceeding against the Company or any other Guarantor. (d) The obligations of each of the Guarantors under this Article XIV shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (A) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Debt Securities or this Indenture, (B) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (C) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Debt Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (D) the assignment or the purported assignment of any property as security for the Debt Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (E) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Debt Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (F) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (G) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Debt Securities, the Guarantee or this Indenture in any such proceeding, (H) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (I) the unenforceability of the Debt Securities, any other Guarantee or this Indenture or (J) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Guarantee) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (e) Each of the Guarantors hereby (A) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyCompany or any of the other Guarantors, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever whatsoever, (B) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (C) covenants that this its Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If Each of the Guarantors further agrees that if at any Securityholder time all or the Trustee is required any part of any payment theretofore applied by any court or otherwise Person to return to the Company, any Subsidiary Guarantorits Guarantee is, or must be, rescinded or returned for any custodianreason whatsoever, trusteeincluding without limitation, liquidator the insolvency, bankruptcy or other similar official acting in relation to reorganization of the Company or any Subsidiary Guarantorof the other Guarantors, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Securityholder, 106 -98- this GuaranteeGuarantee shall, to the extent theretofore dischargedthat such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (f) Each of the Guarantors shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and subrogated to all rights of the Holders and the Trustee, on Trustee against the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration Company in respect of any amounts paid by such Guarantor pursuant to the obligations guaranteed herebyprovisions of this Indenture, and (y) in the event of provided, however, that such Guarantor, shall not be entitled to enforce or to receive any acceleration of such obligations as provided in Article Sevenpayments arising out of, or based upon, such obligations (whether right of subrogation until all of the Debt Securities and each Guarantee shall have been paid in full or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guaranteedischarged.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionallySubject to the provisions of this Article Ten, each of the Guarantors hereby, jointly and severally, guarantees unconditionally and irrevocably guarantees, on a senior basis (such guarantee guarantees to be referred to herein as the "Guarantee"), subject to Article Twelve, ) to each Holder of a Security Note (including any Additional Notes upon issuance in accordance with Section 2.18) authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the Securities validity and enforceability of this Indenture, the Notes or the Obligations obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (ia) the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on the Notes (and any interestAdditional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent lawfulpermitted by law) interest, of if any, on the Securities Notes and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 7.07 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities Notes or any of any such other obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Company to the Holders under this Indenture or under the Notes, howeverfor whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Company. Each Subsidiary Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities 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, whether or not a Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee will shall not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture and in this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary such Guarantor, any amount paid by the Company or any Subsidiary such Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xa) subject to this Article Ten, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Six hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenSix hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to seek 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. Each Subject to the provisions of this Article Twelve, each Subsidiary Guarantor hereby unconditionallyGuarantor, if any, hereby, jointly and severally, guarantees unconditionally and irrevocably guarantees, on a senior subordinated basis (such guarantee to be referred to herein as the a "Guarantee"), subject to Article Twelve, ) to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Securities Notes or the Obligations obligations of the Company hereunder or thereunder, that: (ia) the principal of and interest on the Securities will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on the Notes (and any interestAdditional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent lawfulpermitted by law) interest, of if any, on the Securities Notes and all other obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 7.07) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities Notes or any of any such other obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Company to the Holders under this Indenture or under the Notes, howeverfor whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Subsidiary Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05same extent as the obligations of the Company. 116 -108- Each of the Subsidiary Guarantor Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same 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 of the Subsidiary Guarantor Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee will shall not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture and in this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, Company or to 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 SecurityholderHolder, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xa) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Six hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SevenSix hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each the Subsidiary Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, of any Subsidiary Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Subsidiary Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Subsidiary Guarantor in an amount pro 117 -109- rata, based on the net assets of each Subsidiary Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionally, jointly and severally, unconditionally guarantees (such guarantee to be referred to herein as the "Guarantee"), subject to Article Twelve, ) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Securities or the Obligations obligations of the Company hereunder or thereunder, that: (i) the principal of premium, if any, and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise otherwise, and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Securities and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.0514.5. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, any a Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any a Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effecteffect as to such amount only. Each Subsidiary Guarantor further agrees that, as between each such Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven Section 5.2 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article SevenSection 5.2, such obligations (whether or not due and payable) shall forthwith become due and payable by each such Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionally, jointly and severally, guarantees (each such guarantee being referred to be herein as this "Subsidiary Guarantee," with all such guarantees being referred to herein as the "GuaranteeSubsidiary Guarantees"), subject to Article Twelve, ) to each Holder of a Security Securities authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Securities or the Obligations full and prompt performance of the Company hereunder or thereunder, Company's obligations under this Indenture and the Securities and that: : (ia) the principal of (and premium, if any, on) and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration acceleration, redemption or otherwise otherwise, and interest on the overdue principalprincipal of and interest on the Securities, if any, and interest on any interest, to the extent lawful, of the Securities and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (iib) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturityStated Maturity, by acceleration or otherwise, ; subject, however, in the case of clauses (ia) and (iib) above, to the limitations set forth in Section 11.0512.4 hereof. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall shall, to the extent permitted by law, be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives waives, to the extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Subsidiary Guarantee. If any Securityholder Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such SecurityholderHolder, 106 -98- this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to enforce any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven IV hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article SevenIV hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Subsidiary Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor In consideration of Winterthur entering into this Agreement XL Insurance hereby unconditionally, jointly unconditionally and severally, irrevocably guarantees to Winterthur and the other Sellers due and punctual performance and observance by the Purchasers and any member of the XL Insurance Group (whether or not such guarantee person ceases to be referred a member of such group after the Completion Date) of all their obligations under or for breach of or unenforceability of this Agreement or any agreement entered into pursuant to herein as the "Guarantee")this Agreement (including obligations to pay damages) including, subject to Article Twelve, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assignswithout limitation, the Securities or Sellers Retrocession Agreement, the Obligations Interim Arrangements, the Excluded Operations Reinsurance Agreements and the Interim Reinsurance Contracts but in the case of any member of the Company hereunder or thereunder, that: (i) the principal of and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest, XL Insurance Group only to the extent lawful, that such member is a party to this Agreement or any agreement entered into pursuant to this Agreement (the "Guaranteed Purchaser Obligations"). In consideration of XL Insurance entering into this Agreement Winterthur hereby unconditionally and irrevocably guarantees to XL Insurance and the Purchasers due and punctual performance and observance by the Sellers and any member of the Securities Winterthur Group (whether or not such person ceases to be a member of such group after the Completion Date) of all their obligations under or for breach of or unenforceability of this Agreement or any agreement entered into pursuant to this Agreement (including obligations to pay damages) including, without limitation, the Sellers Retrocession Agreement, the Interim Arrangements, the Excluded Operations Reinsurance Agreements and all other obligations of the Company to Interim Reinsurance Contracts but in the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension member of time the Winterthur Group only to the extent that such member is a party to this Agreement or any agreement entered into pursuant to this Agreement (the "Guaranteed Seller Obligations"). The liability of payment XL Insurance or renewal Winterthur under this Clause 17 shall not be released or diminished by any variation of any Securities or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension Guaranteed Purchaser Obligations or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.05. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the sameGuaranteed Seller Obligations as applicable, any waiver forbearance, neglect or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court delay 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 seeking performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If any Securityholder Guaranteed Purchaser Obligations or the Trustee is required Guaranteed Seller Obligations as applicable or any granting of time for such performance or 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 assignment by the Company or any Subsidiary Guarantor to the Trustee or such Securityholder, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity Winterthur of the obligations guaranteed hereby may be accelerated as provided in Article Seven for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect benefit of the obligations guaranteed hereby, and (y) Guaranteed Purchaser Obligations or the Guaranteed Seller Obligations as applicable in the event of any acceleration of such obligations as provided in Article Seven, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guaranteeaccordance with Clause 17.5.

Unconditional Guarantee. (a) Each Subsidiary Debenture Guarantor hereby unconditionally, jointly and severally, severally and fully and unconditionally guarantees (such guarantee to be referred to herein as the "Guarantee"), subject to Article Twelve, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assignsassigns that: (1) the principal of, and premium, if any, and interest on, the Securities or the Obligations of the Company hereunder or thereunder, that: (i) the principal of and interest on the Securities each series will be promptly duly and punctually paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise otherwise, and interest on the overdue principalprincipal and (to the extent permitted by law) interest, if any, and interest on any interest, to the extent lawful, of the Securities of each series and all other obligations of the Company or the Debenture Guarantors to the Holders or the Trustee hereunder and thereunder (including fees, expenses or thereunder other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereofhereof; and (ii2) in case of any extension of time of payment or renewal of any Securities of either series or any of any such other obligationsIndenture Obligations with respect to the Securities of either series, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Company to the Holders of Securities of either series, howeverfor whatever reason, each Debenture Guarantor will be obligated to pay or cause the payment of, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities of either series shall constitute an event of default under this Debenture Guarantee, and shall entitle the Holders of Securities of such series to accelerate the obligations of the Debenture Guarantor hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05. Each Subsidiary Guarantor hereby agrees that its same extent as the obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives 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 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 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, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Seven, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor (1) For value received, each of the Additional Guarantors hereby unconditionally, jointly and severally, severally and fully and unconditionally guarantees (such guarantee to be referred to herein as the "Guarantee"), subject to Article Twelve, to each Holder of a Security authenticated and delivered by the Trustee (including the Notes) and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture or the Securities or the Obligations obligations of the Company or any other Guarantor to the Holders or the Trustee hereunder or thereunder, that: (ia) the principal of of, premium, if any, and interest on the Securities will be duly and promptly paid in full when due, subject to any applicable grace period, whether at maturityStated Maturity, upon redemption, by acceleration or otherwise otherwise, and interest on the overdue principalprincipal and (to the extent permitted by law) interest, if any, and interest on any interest, to the extent lawful, of the Securities and all other obligations of the Company or the Guarantor to the Holders of or the Trustee hereunder or thereunder (including fees, expenses or others) (collectively, the “Obligations”) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Securities Obligations (with or of any without notice to such other obligationsGuarantor), the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturityStated Maturity, by acceleration or otherwise. If the Company shall fail to pay when due, subjector to perform, howeverany Obligations, for whatever reason, each Additional Guarantor shall be jointly and severally obligated to pay in cash, or to perform or cause the performance of, the same promptly. An Event of Default under the Indenture or the Securities of a particular series shall entitle the Holders of the Securities of such series to accelerate the Obligations of each Additional Guarantor hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 11.05. same extent as the Obligations of the Company. (2) Each Subsidiary Additional Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof of the Indenture or thereofthe Securities, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same same, whether or not a 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. Guarantor. (3) Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in 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 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, 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Additional Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of the Securities and the Trustee, on the other hand, (xa) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Seven Five of the Base Indenture for the purposes of this the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, Obligations and (yb) in the event of any acceleration of such obligations Obligations as provided in Article SevenFive of the Base Indenture, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary the Guarantor for the purpose purposes of this its Guarantee.