Common use of Form of Guarantee Clause in Contracts

Form of Guarantee. For value received, the undersigned (herein called the “Guarantors”, and each, a “Guarantor” which terms include any successor Person or Persons under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby jointly and severally, irrevocably, fully and unconditionally guarantee to each Holder of this Security, which has been authenticated and delivered by the Trustee, the due and punctual payment of the principal of (including any amount in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to the terms of this Security, when and as the same shall become due and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise according to the terms of this Security and of the Indenture. In case of default by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the same. Each Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal of (including any amount payable in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security shall have been signed by the Trustee. All terms used in this Guarantee which are not defined herein shall have the meaning assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. For value received, A Guarantee substantially in the undersigned following form shall be endorsed on the reverse of each Note: Teva Pharmaceutical Industries Limited (herein called the “GuarantorsGuarantor”, ) hereby unconditionally and each, a “Guarantor” which terms include any successor Person or Persons under irrevocably guarantees to the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby jointly and severally, irrevocably, fully and unconditionally guarantee to each Holder of this Security, which has been authenticated and delivered by the Trustee, Note the due and punctual payment of the principal of (including any amount in respect of original issue discount), and any premium and interest (together with any including Additional Amounts payable pursuant to the terms of this SecurityTax Amounts, if any), on this Security and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to the terms of this SecurityNote, when and as the same shall become due and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise otherwise, according to the terms of this Security Note and of the Indenture. In The Guarantor agrees that in the case of default by the Company Issuer in the payment of any such principal or interest (including any amount in respect of original issue discountAdditional Tax Amounts, if any), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees shall duly and punctually to pay the same. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this SecurityNote, any modification of this SecurityNote, any invalidity, irregularity or unenforceability of this Security Note or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company Issuer with respect thereto by the Holder of this Security Note or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the CompanyIssuer, any right to require a demand or proceeding first against the CompanyIssuer, protest or notice with respect to this Security Note or the indebtedness evidenced thereby hereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security Note except by payment in full of the principal of and interest (including any amount payable Additional Tax Amounts, if any) on this Note. The Guarantor shall be subrogated to all rights of the Holders against the Issuer in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable amounts paid by the Guarantor pursuant to the terms provisions of this Security)the Guarantees or the Indenture; provided, thereon. Each however, that the Guarantor irrevocably hereby waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company Issuer with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company Issuer in respect thereof or (ii) to receive any payment, payment in the nature of contribution or for any other reason, from any other obligor with respect to such payment, in each case, until the principal of and interest (including Additional Tax Amounts, if any) on this Note shall have been paid in full. This The Guarantee shall not be valid or become obligatory for any purpose with respect to this Security Note until the certificate of authentication on this Security Note shall have been signed by the Trustee. All terms used in this The Guarantee which are not defined herein shall have the meaning assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. For value received, Platinum Underwriters Holdings, Ltd., a corporation organized under the undersigned laws of Bermuda (herein called the “Guarantors”"GUARANTOR", and each, a “Guarantor” which terms include term includes any successor Person or Persons under the Indenture referred to in the Security Note upon which this Guarantee is endorsed), hereby jointly and severally, irrevocablyabsolutely, fully and unconditionally guarantee and irrevocably guarantees to each the Holder of the Note upon which this SecurityGuarantee is endorsed, which has been authenticated and delivered by to the TrusteeTrustee on behalf of such Holder, (a) the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, premium, if any, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security)interest, if any, on this Security such Note, and the due and punctual payment of the any sinking fund payments, if any, and analogous obligations, if any, payments provided for pursuant to the terms of this Security, in such Note when and as the same shall become due and payable, whether at the Stated Maturity or upon by declaration of acceleration, call for redemption or upon declaration otherwise, (b) the due and punctual payment of acceleration or otherwise according interest on overdue principal of and interest on such Note, if any, if lawful, and (c) the due and punctual payment of any and all other payments due to the Holder, all in accordance with the terms of this Security such Note and of the Indenture. In case of default the failure of the Company punctually to make any such payment of principal, premium, if any, or interest, if any, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameCompany. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations are a guaranty of such Guarantor, shall be as principal payment and not merely as surety, a guaranty of collection or performance and shall be absolute unconditional and unconditional absolute, irrespective of the validity, regularity or enforceability of such Note or the Indenture or any extension limitation of the time for Company thereunder or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever, the absence of this Securityany action to enforce the same, any modification waiver or consent by the Holder of this Security, such Note or by the Trustee with respect to any invalidity, irregularity provisions thereof or unenforceability of this Security or the Indenture, the obtaining of any failure judgment against the Company or any action to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each The Guarantor hereby waives the benefits of division and discussion, 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 demand or proceeding first against the Company, protest or notice with respect to this Security such Note or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by complete performance of the obligations contained in such Note and in this Guarantee. Without limiting the generality of the foregoing, the Guarantor hereby agrees that the obligations of the Guarantor hereunder shall not be released, affected or impaired by assignment or transfer in whole or in part of the Note whether or not made without notice to or the consent of the Guarantor and shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of, including, but not limited to, setoff, counterclaim, recoupment or termination whatsoever, and that such obligations shall not be released, affected or impaired regardless of whether or not any Holder, including the Holder of the Note, or anyone on behalf of any such Holder shall have instituted any suit, action or proceeding or exhausted its remedies or taken any steps to enforce any rights against the Company or any other person to compel any such performance or observance or to collect all or part of any such amount, either pursuant to the provisions of the Indenture or the Note or at law or in equity, and regardless of any other condition or contingency, or by reason of the invalidity, illegality or unenforceability of the Note or the Indenture or otherwise and that such obligations shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of such Note to assert any claim or demand or to enforce any remedy under the Indenture or such Note, any other guarantee or any other agreement, by any waiver, amendment, indulgence or modification (whether material or otherwise) of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of any obligations under the Indenture, the Note or this Guarantee, or by the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of the Company or the Guarantor, or any receivership, insolvency, bankruptcy, reorganization, or other similar proceedings, affecting the Company or any of its assets, or the release of any property from the lien and security interest created by the Indenture or the Note or of any other security for the Note, or the release or discharge of the Company or the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in the Indenture or the Note by operation of law, or the merger or consolidation of the Company or the Guarantor, or any other cause, whether similar or dissimilar to the foregoing, or by any other act or omission that may or might in any manner or to any extent vary the risk or obligations of the Guarantor or that would otherwise operate as a discharge of a surety or guarantor as a matter of law or equity (other than the performance of the obligations contained in such Note and in this Guarantee). The Holder of the Note upon which this Guarantee is endorsed is entitled to the further benefits relating hereto set forth in the Indenture. No reference herein to the Indenture and no provision of this Guarantee or of the Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment in full of the principal of (including and interest, or any amount payable in respect of original issue discount)such other payments, and any premium and interest (together with any Additional Amounts payable pursuant to on the terms of this Security), thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security shall have been signed by the Trustee. All terms used in this Guarantee which are not defined herein shall have the meaning assigned to them in the Security Note upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws principles thereof. All terms used in this Guarantee which are defined in the Indenture shall have the meanings assigned to them in the Indenture. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is endorsed shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.

Form of Guarantee. For value received, A Guarantee substantially in the undersigned following form shall be endorsed on the reverse of each Note: Teva Pharmaceutical Industries Limited (herein called the “GuarantorsGuarantor”, ) hereby unconditionally and each, a “Guarantor” which terms include any successor Person or Persons under irrevocably guarantees to the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby jointly and severally, irrevocably, fully and unconditionally guarantee to each Holder of this Security, which has been authenticated and delivered by the Trustee, Note the due and punctual payment of the principal of (including any amount in respect of original issue discount), and any premium and interest (together with any including Additional Amounts payable pursuant to the terms of this SecurityTax Amounts, if any), on this Security and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to the terms of this SecurityNote, when and as the same shall become due and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise otherwise, according to the terms of this Security Note and of the Indenture. In The Guarantor agrees that in the case of default by the Company Issuer in the payment of any such principal or interest (including any amount in respect of original issue discountAdditional Tax Amounts, if any), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees shall duly and punctually to pay the same. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this SecurityNote, any modification of this SecurityNote, any invalidity, irregularity or unenforceability of this Security Note or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company Issuer with respect thereto by the Holder of this Security Note or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the CompanyIssuer, any right to require a demand or proceeding first against the CompanyIssuer, protest or notice with respect to this Security Note or the indebtedness evidenced thereby hereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security Note except by payment in full of the principal of and interest (including any amount payable Additional Tax Amounts, if any) on this Note. The Guarantor shall be subrogated to all rights of the Holders against the Issuer in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable amounts paid by the Guarantor pursuant to the terms provisions of this Security)the Guarantee or the Indenture; provided, thereon. Each however, that the Guarantor irrevocably hereby waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company Issuer with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company Issuer in respect thereof or (ii) to receive any payment, payment in the nature of contribution or for any other reason, from any other obligor with respect to such payment, in each case, until the principal of and interest (including Additional Tax Amounts, if any) on this Note shall have been paid in full. This The Guarantee shall not be valid or become obligatory for any purpose with respect to this Security Note until the certificate of authentication on this Security Note shall have been signed by the Trustee. All terms used in this The Guarantee which are not defined herein shall have the meaning assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. Subject to the provision of Section 201, any Guarantee shall be in substantially the following form: For value received, the undersigned Guarantor (herein called the “Guarantors”, and each, a “Guarantor” which terms include term includes any successor Person or Persons under the Indenture referred Indenture) has unconditionally guaranteed, to the extent set forth in and subject to the provisions in the Security upon which this Guarantee is endorsedIndenture dated, as of , 2013 (the “Indenture”), hereby jointly among InternationalExchange Group, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture) and severallyXxxxx Fargo Bank, irrevocablyNational Association, fully and unconditionally guarantee to each Holder of this Securityas trustee (the “Trustee”), which has been authenticated and delivered by the Trustee, (a) the due and punctual payment of the principal of of, premium, if any, and interest on the Securities (including any amount as defined in respect of original issue discountthe Indenture), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security)whether at maturity, on this Security by acceleration, redemption or otherwise, and the due and punctual payment of the sinking fund paymentsinterest on overdue principal, premium, if any, and analogous obligationsinterest on the Securities, if anylawful (subject in all cases to any applicable grace periods provided in the Indenture and the Securities), provided for pursuant and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of this Security, when the Indenture and as the same shall become due Securities and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise according to the terms of this Security and of the Indenture. In (b) in case of default by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the same. Each Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for of payment or renewal of this Securityany Securities or any of such other obligations, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not shall be discharged as to this Security except by payment promptly paid in full of the principal of (including any amount payable when due or performed in respect of original issue discount), and any premium and interest (together accordance with any Additional Amounts payable pursuant to the terms of this Security)the extension or renewal, thereonwhether at stated maturity, by acceleration or otherwise. Each Guarantor irrevocably waives any and all rights to which it may be entitledHolder, by operation accepting the same, (x) agrees to and shall be bound by such provisions and (y) appoints the Trustee attorney-in-fact of law or otherwisesuch Holder for such purpose. The Guarantor, upon making any payment hereunder and by its acceptance of Securities, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of the Guarantor not constitute (i) to be subrogated a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the rights of a Holder against extent applicable to the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof Guarantee or (ii) to receive an unlawful distribution under any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security shall have been signed applicable state law prohibiting shareholder distributions by the Trustee. All terms used in this Guarantee which are not defined herein shall have the meaning assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject an insolvent subsidiary to the release upon extent applicable to the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New YorkGuarantee.

Form of Guarantee. For value received, the The undersigned (herein called the “Guarantors”, and each, a “Guarantor” which terms include any successor Person or Persons its successors under the Indenture referred have irrevocably and unconditionally guaranteed, on a senior secured basis to the extent set forth in the Security upon which this Guarantee is endorsedIndenture, dated as of September 28, 2006, by and among McLeodUSA Incorporated (the “Company”), hereby jointly the Guarantors and severallyU.S. Bank National Association, irrevocablyas Trustee and Collateral Agent (the “Indenture”), fully and unconditionally guarantee to each Holder of this Security, which has been authenticated and delivered by the Trustee, (i) the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, premium, if any, and interest on the Notes, subject to any premium and interest (together with any Additional Amounts payable applicable grace period, whether upon redemption pursuant to the terms of this Security)the Notes, by acceleration or otherwise, and interest (including interest accruing after the commencement of any bankruptcy, insolvency, or similar proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) on this Security the overdue principal, if any, and interest on any interest, if any, of the Notes, to the extent lawful, and the due and punctual payment performance of all other obligations of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant Company to the terms of this SecurityHolders, when the Trustee and as the same shall become due and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise according to Collateral Agent all in accordance with the terms of this Security and set forth in Article Ten of the Indenture. In Indenture and (ii) in case of default by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the same. Each Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for of payment or renewal of this Securityany Notes or any of such other obligations, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, any failure to enforce that the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment promptly paid in full of the principal of (including any amount payable when due or performed in respect of original issue discount), and any premium and interest (together accordance with any Additional Amounts payable pursuant to the terms of this Security)the extension or renewal, thereon. Each Guarantor irrevocably waives subject to any and all rights to which it may be entitledapplicable grace period, whether at stated maturity, by operation of law acceleration or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security shall have been signed by the Trustee. All Capitalized terms used in this Guarantee which are not defined herein shall have the meaning meanings assigned to them in the Security upon which this Guarantee is endorsedIndenture unless otherwise indicated. THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE “GUARANTEE”) AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF A NOTE, BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR SUCH PURPOSES. This Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.. [NAME OF GUARANTOR] By: Name: Title: [OPTION OF HOLDER TO ELECT PURCHASE] If you want to elect to have this Note purchased by the Company pursuant to Section 4.14 or Section 4.15 of the Indenture, check the appropriate box:

Form of Guarantee. For value received, A Guarantee substantially in the undersigned following form shall be endorsed on the reverse of each Note: Teva Pharmaceutical Industries Limited (herein called the “GuarantorsGuarantor”, ) hereby unconditionally and each, a “Guarantor” which terms include any successor Person or Persons under irrevocably guarantees to the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby jointly and severally, irrevocably, fully and unconditionally guarantee to each Holder of this Security, which has been authenticated and delivered by Note (the Trustee, “Guarantee”) the due and punctual payment of the principal of (including any amount in respect of original issue discount), and any premium and interest (together with any including Additional Amounts payable pursuant to the terms of this SecurityTax Amounts, if any), on this Security and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to the terms of this SecurityNote, when and as the same shall become due and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise otherwise, according to the terms of this Security Note and of the Indenture. In The Guarantor agrees that in the case of default by the Company Issuer in the payment of any such principal or interest (including any amount in respect of original issue discountAdditional Tax Amounts, if any), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees shall duly and punctually to pay the same. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this SecurityNote, any modification of this SecurityNote, any invalidity, irregularity or unenforceability of this Security Note or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company Issuer with respect thereto by the Holder of this Security Note or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the CompanyIssuer, any right to require a demand or proceeding first against the CompanyIssuer, protest or notice with respect to this Security Note or the indebtedness evidenced thereby hereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security Note except by payment in full of the principal of and interest (including any amount payable Additional Tax Amounts, if any) on this Note. The Guarantor shall be subrogated to all rights of the Holders against the Issuer in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable amounts paid by the Guarantor pursuant to the terms provisions of this Security)the Guarantee or the Indenture; provided, thereon. Each however, that the Guarantor irrevocably hereby waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company Issuer with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company Issuer in respect thereof or (ii) to receive any payment, payment in the nature of contribution or for any other reason, from any other obligor with respect to such payment, in each case, until the principal of and interest (including Additional Tax Amounts, if any) on this Note shall have been paid in full. This The Guarantee shall not be valid or become obligatory for any purpose with respect to this Security Note until the certificate of authentication on this Security Note shall have been signed by the Trustee. All terms used in this The Guarantee which are not defined herein shall have the meaning assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. The form of Secured Notes Guarantee shall be set forth on the Secured Notes substantially as follows: SECURED NOTES GUARANTEE For value received, the undersigned (herein called the “Guarantors”each Notes Guarantor hereby guarantees, and each, a “Guarantor” which terms include any successor Person or Persons under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby jointly and severallyseverally with the other Notes Guarantors, irrevocably, fully as a primary obligor and unconditionally guarantee to each Holder of this Security, which has been authenticated and delivered by the Trusteenot merely as a surety, the due and punctual payment of the principal of and performance (including any amount in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant i) to the terms holder of this Security), on this Security and the due and punctual payment of the sinking fund paymentsprincipal of, premium, if any, and analogous obligationsinterest on, the Security upon which this Secured Notes Guarantee is set forth in the amounts and at the time when due and payable whether by declaration thereof, or otherwise, and interest on the overdue principal and interest, if any, provided for pursuant of such Security, if lawful, to the holder of such Security and the Trustee on behalf of the Holders and (ii) all amounts owed to the Trustee under the Indenture, in each case in accordance with and subject to the terms and limitations of this such Security, when the Indenture and as the same shall become due Articles II and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise according to the terms of this Security and IV of the First Supplemental Indenture. In case of default by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the same. Each Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this This Secured Notes Guarantee will not be discharged as to this Security except by payment in full of the principal of (including any amount payable in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to will not become effective until the rights of a Holder against the Company with respect to such payment Trustee or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until Authenticating Agent duly executes the certificate of authentication on this Security and (ii) shall have been signed be immediately and automatically released and/or terminated, with no further effect, if, (a) during the period commencing 60 days prior to the first public notice of the Company’s intention to effect the Merger and ending 60 days after the consummation of the Acquisition, a “Rating Event” is deemed to occur or (b) within 61 days after the consummation of the Acquisition, (1) a “Change of Control Triggering Event” is deemed to occur or (2) it is publicly announced that the rating of the Secured Notes is under consideration for a possible downgrade by any of the Trustee. All terms used in this Guarantee which are not defined herein shall have the meaning assigned to them in the Security upon which this Guarantee is endorsedRating First Supplemental Indenture Agencies. This Secured Notes Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York., without regard to conflict of law principles thereof. Dated: [NOTES GUARANTORS] By: Name: Title:

Form of Guarantee. The form of the Guarantee shall be substantially as follows: For value received, the undersigned (herein called hereby unconditionally guarantees, as principal obligor and not only as surety, to the “Guarantors”, and each, a “Guarantor” which terms include any successor Person or Persons under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby jointly and severally, irrevocably, fully and unconditionally guarantee to each Holder of this SecurityNote the cash payments in United States dollars of principal of, which has been authenticated and delivered by the Trustee, the due and punctual payment of the principal of (including any amount in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, and analogous obligationsinterest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, provided for pursuant to the terms and interest, if any, of this SecurityNote, when if lawful, and as the same shall become due and payable, whether at Stated Maturity payment or upon redemption or upon declaration performance of acceleration or otherwise according to the terms of this Security and all other obligations of the Indenture. In case of default by Company under the Company in the payment of any such principal Indenture (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the same. Each Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this Security defined below) or the IndentureNote, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or Note and the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims all in accordance with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal of (including any amount payable in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant subject to the terms and limitations of this Security)Note, thereon. Each Guarantor irrevocably waives any Article XIII of the Indenture and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such paymentthis Guarantee. This Guarantee will become effective in accordance with Article XIII of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security shall have been signed affected by the Trusteefact that it is not affixed to any particular Note. All Capitalized terms used in this Guarantee which are but not defined herein shall have the meaning assigned meanings ascribed to them in the Security upon which Indenture dated as of ___, 2007, among Bally Total Fitness Holding Corporation, as Issuer (the “Company”), each of the Guarantors named therein and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee is endorsedGuarantee. This Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.EACH OF THE GUARANTORS LISTED ON SCHEDULE A HERETO By: Name: Title:

Form of Guarantee. For value received, A Guarantee substantially in the undersigned following form shall be endorsed on the reverse of each Note: Teva Pharmaceutical Industries Limited (herein called the “GuarantorsGuarantor”, ) hereby unconditionally and each, a “Guarantor” which terms include any successor Person or Persons under irrevocably guarantees to the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby jointly and severally, irrevocably, fully and unconditionally guarantee to each Holder of this Security, which has been authenticated and delivered by Note (the Trustee, “Guarantee”) the due and punctual payment of the principal of (including any amount in respect of original issue discount), and any premium and interest (together with any including Additional Tax Amounts payable pursuant to the terms of this Securityand Additional Interest, in each case, if any), on this Security and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to the terms of this SecurityNote, when and as the same shall become due and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise otherwise, according to the terms of this Security Note and of the Indenture. In The Guarantor agrees that in the case of default by the Company Issuer in the payment of any such principal or interest (including any amount Additional Tax Amounts and Additional Interest, in respect of original issue discounteach case, if any), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees shall duly and punctually to pay the same. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this SecurityNote, any modification of this SecurityNote, any invalidity, irregularity or unenforceability of this Security Note or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company Issuer with respect thereto by the Holder of this Security Note or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the CompanyIssuer, any right to require a demand or proceeding first against the CompanyIssuer, protest or notice with respect to this Security Note or the indebtedness evidenced thereby hereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security Note except by payment in full of the principal of and interest (including any amount payable Additional Tax Amounts and Additional Interest, in each case, if any) on this Note. The Guarantor shall be subrogated to all rights of the Holders against the Issuer in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable amounts paid by the Guarantor pursuant to the terms provisions of this Security)the Guarantee or the Indenture; provided, thereon. Each however, that the Guarantor irrevocably hereby waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company Issuer with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company Issuer in respect thereof or (ii) to receive any payment, payment in the nature of contribution or for any other reason, from any other obligor with respect to such payment, in each case, until the principal of and interest (including Additional Tax Amounts and Additional Interest, in each case, if any) on this Note shall have been paid in full. This The Guarantee shall not be valid or become obligatory for any purpose with respect to this Security Note until the certificate of authentication on this Security Note shall have been signed by the Trustee. All terms used in this The Guarantee which are not defined herein shall have the meaning assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. For value receivedRadiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the undersigned laws of Mexico (herein called the “GuarantorsGuarantor”, and each, a “Guarantor” which terms include any successor Person or Persons under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby jointly and severally, irrevocably, fully and unconditionally guarantees (such guarantee being referred to each Holder herein as the “Guarantee”), in accordance with the terms of this Securitythe Indenture, which has been authenticated dated as of March 9, 2004 (the “Indenture”), among América Móvil, S.A. de C.V., the Guarantor and delivered by the JPMorgan Chase Bank, as Trustee, the due full and punctual payment when due, whether at maturity, upon redemption, by acceleration or otherwise, of the principal of (including any amount in respect of original issue discount)of, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, and analogous obligationsinterest on, if anyand any other amounts due under the Notes and all other obligations of the Company under the Indenture, provided for as supplemented by the First Supplemental Indenture. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Indenture, as supplemented by the First Supplemental Indenture. The obligations of the Guarantor to the Holders and to the Trustee pursuant to the terms of this SecurityGuarantee and the Indenture, when and as supplemented by the same First Supplemental Indenture, shall become due and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise according be limited to the terms maximum amount as shall, after giving effect to all other liabilities (fixed and contingent) of this Security the Guarantor, result in the obligations of the Guarantor under the Guarantees not constituting a fraudulent conveyance or fraudulent transfer under applicable law. The obligations of the Guarantor to the Holders and to the Trustee pursuant to the Guarantee and the Indenture, as supplemented by the First Supplemental Indenture, are expressly set forth, to the extent and in the manner provided, in Article Eleven of the Indenture. In case of default , as supplemented by the Company in First Supplemental Indenture, and reference is hereby made to such Indenture, as supplemented by the payment of any such principal (including any amount in respect of original issue discount)First Supplemental Indenture, interest (together with any Additional Amounts payable pursuant to for the precise terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameGuarantee therein made. Each Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal of (including any amount payable in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. This The Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security the Notes upon which the Guarantee is noted shall have been signed executed by the TrusteeTrustee under the Indenture, as supplemented by the First Supplemental Indenture, by the manual signature of one of its authorized signatories. All terms used The Guarantee shall be governed by, and construed in this Guarantee which are not defined herein shall have accordance with, the meaning assigned to them in laws of the Security upon which this Guarantee is endorsedState of New York. This The Guarantee is subject to the release upon the terms set forth in the Indenture as supplemented by the First Supplemental Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. For value received, A Guarantee substantially in the undersigned following form shall be endorsed on the reverse of each Note: Teva Pharmaceutical Industries Limited (herein called the “GuarantorsGuarantor”, ) hereby unconditionally and each, a “Guarantor” which terms include any successor Person or Persons under irrevocably guarantees to the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby jointly and severally, irrevocably, fully and unconditionally guarantee to each Holder of this Security, which has been authenticated and delivered by Note (the Trustee, “Guarantee”) the due and punctual payment of the principal of (including any amount in respect of original issue discount), and any premium and interest (together with any including Additional Tax Amounts payable pursuant to the terms of this Securityand Additional Interest, in each case, if any), on this Security and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to the terms of this SecurityNote, when and as the same shall become due and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise otherwise, according to the terms of this Security Note and of the Indenture. In The Guarantor agrees that in the case of default by the Company Issuer in the payment of any such principal or interest (including any amount Additional Tax Amounts and Additional Interest, in respect of original issue discounteach case, if any), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees shall duly and punctually to pay the same. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this SecurityNote, any modification of this SecurityNote, any invalidity, irregularity or unenforceability of this Security Note or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company Issuer with respect thereto by the Holder of this Security Note or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the CompanyIssuer, any right to require a demand or proceeding first against the CompanyIssuer, protest or notice with respect to this Security Note or the indebtedness evidenced thereby hereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security Note except by payment in full of the principal of and interest (including any amount payable Additional Tax Amounts and Additional Interest, in each case, if any) on this Note. The Guarantor shall be subrogated to all rights of the Holders against the Issuer in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable amounts paid by the Guarantor pursuant to the terms provisions of this Security)the Guarantees or the Indenture; provided, thereon. Each however, that the Guarantor irrevocably hereby waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company Issuer with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company Issuer in respect thereof or (ii) to receive any payment, payment in the nature of contribution or for any other reason, from any other obligor with respect to such payment, in each case, until the principal of and interest (including Additional Tax Amounts and Additional Interest, in each case, if any) on this Note shall have been paid in full. This The Guarantee shall not be valid or become obligatory for any purpose with respect to this Security Note until the certificate of authentication on this Security Note shall have been signed by the Trustee. All terms used in this The Guarantee which are not defined herein shall have the meaning assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. For value received, the The undersigned (herein called the “Guarantors”, and each, a “Guarantor” which terms include any successor Person or Persons its successors under the Indenture referred have irrevocably and unconditionally guaranteed, on a senior secured basis to the extent set forth in the Security upon which this Guarantee is endorsedIndenture, dated as of September 28, 2006, by and among McLeodUSA Incorporated (the “Company”), hereby jointly the Guarantors and severallyU.S. Bank National Association, irrevocablyas Trustee and Collateral Agent (the “Indenture”), fully and unconditionally guarantee to each Holder of this Security, which has been authenticated and delivered by the Trustee, (i) the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, premium, if any, and interest on the Notes, subject to any premium and interest (together with any Additional Amounts payable applicable grace period, whether upon redemption pursuant to the terms of this Security)the Notes, by acceleration or otherwise, and interest (including interest accruing after the commencement of any bankruptcy, insolvency, or similar proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) on this Security the overdue principal, if any, and interest on any interest, if any, of the Notes, to the extent lawful, and the due and punctual payment performance of all other obligations of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant Company to the terms of this SecurityHolders, when the Trustee and as the same shall become due and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise according to Collateral Agent all in accordance with the terms of this Security and set forth in Article Ten of the Indenture. In Indenture and (ii) in case of default by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the same. Each Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for of payment or renewal of this Securityany Notes or any of such other obligations, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, any failure to enforce that the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment promptly paid in full of the principal of (including any amount payable when due or performed in respect of original issue discount), and any premium and interest (together accordance with any Additional Amounts payable pursuant to the terms of this Security)the extension or renewal, thereon. Each Guarantor irrevocably waives subject to any and all rights to which it may be entitledapplicable grace period, whether at stated maturity, by operation of law acceleration or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security shall have been signed by the Trustee. All Capitalized terms used in this Guarantee which are not defined herein shall have the meaning meanings assigned to them in the Security upon which this Guarantee is endorsedIndenture unless otherwise indicated. THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE “GUARANTEE”) AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF A NOTE, BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR SUCH PURPOSES. This Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.. [NAME OF GUARANTOR] By: Name: Title:

Form of Guarantee. If the Securities of any series are entitled to the benefits of Article Fourteen of this Indenture, there shall be endorsed on such Security a guarantee in substantially the following form, or in such other form as shall be established by or pursuant to a Board Resolution or in or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture: FORM OF GUARANTEE For value received, the undersigned (herein called the “Guarantors”, and each, a “Guarantor” which terms include any successor Person or Persons under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby jointly and severally, irrevocably, fully and unconditionally guarantee guarantees to each Holder of this Security, which has been authenticated and delivered by the Trustee, the due and punctual payment of the principal of (including any amount in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to the terms of this Security, when and as the same shall become due and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise according to the terms of this Security and of the Indenture. In case of default by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the same. Each Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security the cash payments in United States dollars of principal of and interest on this Security in the amounts and at the time when due and interest on the overdue principal and interest, if any, on this Security, if lawful, and the payment of all other obligations of the Issuer under the Indenture or the Security, to the Holder of this Security and the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims all in accordance with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal of (including any amount payable in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant subject to the terms and limitations of this Security), thereon. Each Guarantor irrevocably waives any Article Fourteen of the Indenture and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such paymentthis Guarantee. This Guarantee will become effective in accordance with Article Fourteen of the Indenture and its terms shall be evidenced therein. The validity and enforceability of any Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security shall have been signed affected by the Trusteefact that it is not affixed to any particular Security. All Capitalized terms used in this Guarantee which are but not defined herein shall have the meaning assigned meanings ascribed to them in the Indenture, dated as of ____________, by and among Orion Marine Holdings, Inc., the undersigned and __________________________, as Trustee, as amended or supplemented (the "Indenture"). The obligations of the undersigned to the Holders of this Security upon and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Fourteen of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which this Guarantee is endorsedrelates. THIS GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. This Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. For value receivedGuarantees to be endorsed on the Securities of Series No. 2 shall be in substantially the form set forth below: [FORM OF GUARANTEE] PP&L Resources, the undersigned (herein called the “Guarantors”, and eachInc., a “corporation organized under the laws of the Commonwealth of Pennsylvania (the "Guarantor” ", which terms include term includes any successor Person or Persons under the Indenture (the "Indenture") referred to in the Security upon which this Guarantee is endorsed), for value received, hereby jointly and severally, irrevocably, fully and unconditionally guarantee guarantees to each the Holder of the Security upon which this Security, which has been authenticated and delivered by the TrusteeGuarantee is endorsed, the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, and analogous obligationsinterest, if any, provided for pursuant to the terms of this Security, on such Security when and as the same shall become due and payable, whether at the Stated Maturity or upon redemption or upon Maturity, by declaration of acceleration acceleration, call for redemption, or otherwise according to otherwise, in accordance with the terms of this such Security and of the Indenture. In case of default the failure of PP&L Capital Funding, Inc., a corporation organized under the laws of the State of Delaware (the "Company", which term includes any successor under the Indenture), punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameCompany. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Securityof, any modification of this Securityand shall be unaffected by, any invalidity, irregularity or unenforceability of this such Security or the Indenture, any failure to enforce the same provisions of such Security or the Indenture, or any waiver, modification, consent modification or indulgence granted to the Company with respect thereto thereto, by the Holder of this such Security or the Trustee, Trustee or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity thereof. Each The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or the Holder of paymentsuch Security exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of merger insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this in respect of such Security except by payment in full complete performance of the principal obligations contained in such Security and in this Guarantee. This Guarantee shall constitute a guaranty of (including any amount payable payment and not of collection. The Guarantor hereby agrees that, in respect the event of original issue discount)a default in payment of principal, and any premium and interest (together with any Additional Amounts payable pursuant or premium, if any, or interest, if any, on such Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms of this Security)and conditions set forth in the Indenture, thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder directly against the Company Guarantor to enforce this Guarantee without first proceeding against the Company. The obligations of the Guarantor hereunder with respect to such payment Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of the Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to be reimbursed, indemnified or exonerated by all rights of the Holder of such Security upon which this Guarantee is endorsed against the Company in respect thereof of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or (ii) the Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued under the Indenture shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being 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 reinstated, as the case may be, if at any time payment of the Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by the Holder of such Security, 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, in or any part thereof, is rescinded, reduced, restored or returned on such Security, such Security shall, to the nature of contribution fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or for any other reason, from any other obligor with respect to such paymentreturned. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on of the Security upon which this Security Guarantee is endorsed shall have been signed manually executed by or on behalf of the TrusteeTrustee under the Indenture. All terms used in this Guarantee which are not defined herein in the Indenture shall have the meaning meanings assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the such Indenture. This Guarantee is subject shall be deemed to certain limitations be a contract made under the laws of the State of New York, and waivers set forth in the Indenture, as it may for all purposes shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. The Guarantee of any applicable series of Securities shall be in substantially the following form: For value received, the undersigned (the “Guarantor”), to the extent set forth in and subject to the terms of the Indenture, dated as of (the “Indenture”), among DH Europe Finance S.A., a public limited liability company duly organized and existing under the laws of Luxembourg (the “Company”), the Guarantor and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Guarantors”Trustee, and each, a “Guarantor” which terms include term includes any successor Person trustee under the Indenture), irrevocably and unconditionally guarantees to each Holder and to the Trustee and its successors and assigns (1) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or Persons otherwise, of all obligations of the Company under the Indenture referred (including obligations to the Trustee) and the Securities, whether for payment of principal of or interest on or premium, if any, on the Securities and all other monetary obligations of the Company under the Indenture and the Securities and (2) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under the Indenture and the Securities. The obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Fourteen of the Security upon Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Securities to which this Guarantee is endorsed), hereby jointly and severallyby accepting such Securities, irrevocably, fully and unconditionally guarantee agrees to each Holder of this Security, which has been authenticated and delivered by the Trustee, the due and punctual payment of the principal of (including any amount in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to the terms of this Security, when and as the same shall become due and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise according to the terms of this Security and of the Indenture. In case of default by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the same. Each Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto bound by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal of (including any amount payable in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security shall have been signed by the Trusteeprovisions. All terms used in this Guarantee which are not defined herein in the Indenture shall have the meaning meanings assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. For value receivedGuarantees to be endorsed on the Securities of Series No. shall be in substantially the form set forth below: [FORM OF GUARANTEE] PPL Corporation (formerly called PP&L Resources, Inc.), a corporation organized under the undersigned laws of the Commonwealth of Pennsylvania (herein called the “GuarantorsGuarantor”, and each, a “Guarantor” which terms include term includes any successor Person or Persons under the Indenture (the “Indenture”), referred to in the Security upon which this Guarantee is endorsed), for value received, hereby jointly and severally, irrevocably, fully and unconditionally guarantee guarantees to each the Holder of the Security upon which this Security, which has been authenticated and delivered by the TrusteeGuarantee is endorsed, the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, and analogous obligations, if any, provided for pursuant to the terms of this Security, interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity or upon redemption or upon Maturity, by declaration of acceleration acceleration, call for redemption, or otherwise according to otherwise, in accordance with the terms of this such Security and of the Indenture. In case of default the failure of PPL Capital Funding, Inc. (formerly called PP&L Capital Funding, Inc.), a corporation organized under the laws of the State of Delaware (the “Company”, which term includes any successor under the Indenture), punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameCompany. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Securityof, any modification of this Securityand shall be unaffected by, any invalidity, irregularity or unenforceability of this such Security or the Indenture, any failure to enforce the same provisions of such Security or the Indenture, or any waiver, modification, consent modification or indulgence granted to the Company with respect thereto thereto, by the Holder of this such Security or the Trustee, Trustee or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity thereof. Each The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or the Holder of paymentsuch Security exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of merger insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this in respect of such Security except by payment in full complete performance of the principal obligations contained in such Security and in this Guarantee. This Guarantee shall constitute a guaranty of (including any amount payable payment and not of collection. The Guarantor hereby agrees that, in respect the event of original issue discount)a default in payment of principal, and any premium and interest (together with any Additional Amounts payable pursuant or premium, if any, or interest, if any, on such Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms of this Security)and conditions set forth in the Indenture, thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder directly against the Company Guarantor to enforce this Guarantee without first proceeding against the Company. The obligations of the Guarantor hereunder with respect to such payment Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest on such Security has been, or has been deemed pursuant to the provisions of Article Seven of the Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to be reimbursed, indemnified or exonerated by all rights of the Holder of such Security upon which this Guarantee is endorsed against the Company in respect thereof of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or (ii) the Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued under the Indenture shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being 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 reinstated, as the case may be, if at any time payment of the Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by the Holder of such Security, 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, in or any part thereof, is rescinded, reduced, restored or returned on such Security, such Security shall, to the nature of contribution fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or for any other reason, from any other obligor with respect to such paymentreturned. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on of the Security upon which this Security Guarantee is endorsed shall have been signed manually executed by or on behalf of the TrusteeTrustee under the Indenture. All terms used in this Guarantee which are not defined herein in the Indenture shall have the meaning meanings assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the such Indenture. This Guarantee is subject shall be deemed to certain limitations be a contract made under the laws of the State of New York, and waivers set forth in the Indenture, as it may for all purposes shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. For value received, A Guarantee substantially in the undersigned following form shall be endorsed on the reverse of each Debenture: Teva Pharmaceutical Industries Limited (herein called the “GuarantorsGuarantor”, ) hereby unconditionally and each, a “Guarantor” which terms include any successor Person or Persons under irrevocably guarantees to the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby jointly and severally, irrevocably, fully and unconditionally guarantee to each Holder of this Security, which has been authenticated and delivered by the Trustee, Debenture the due and punctual payment of the principal of (including any amount in respect of original issue discount), and any premium and interest (together with any including Additional Amounts payable pursuant to the terms of this SecurityTax Amounts, if any), on this Security and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to the terms of this SecurityDebenture, when and as the same shall become due and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise otherwise, according to the terms of this Security Debenture and of the Indenture. In The Guarantor agrees that in the case of default by the Company Issuer in the payment of any such principal or interest (including any amount in respect of original issue discountAdditional Tax Amounts, if any), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees shall duly and punctually to pay the same. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this SecurityDebenture, any modification of this SecurityDebenture, any invalidity, irregularity or unenforceability of this Security Debenture or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company Issuer with respect thereto by the Holder of this Security Debenture or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the CompanyIssuer, any right to require a demand or proceeding first against the CompanyIssuer, protest or notice with respect to this Security Debenture or the indebtedness evidenced thereby hereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security Debenture except by payment in full of the principal of (including any amount payable in respect of original issue discount), and any premium and interest (together with including Additional Tax Amounts, if any) on this Debenture. For so long as any Additional Amounts payable Debentures are outstanding and subject to Section 9.9 of the Supplemental Indenture, the Guarantor will guarantee the delivery of the ADRs issuable upon conversion of the Debentures pursuant to the terms of the Supplemental Indenture and the Debentures. The Guarantor shall be subrogated to all rights of the Holders against the Issuer in respect of any amounts paid by the Guarantor pursuant to the provisions of the Guarantees or this Security)Indenture; provided, thereon. Each however, that the Guarantor irrevocably hereby waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company Issuer with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company Issuer in respect thereof or (ii) to receive any payment, payment in the nature of contribution or for any other reason, from any other obligor with respect to such payment, in each case, until the principal of and interest (including Additional Tax Amounts, if any) on this Debenture shall have been paid in full. This The Guarantee shall not be valid or become obligatory for any purpose with respect to this Security Debenture until the certificate of authentication on this Security Debenture shall have been signed by the Trustee. All terms used in this The Guarantee which are not defined herein shall have the meaning assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. The form of Secured Notes Guarantee shall be set forth on the applicable series of Securities substantially as follows: SECURED NOTES GUARANTEE For value received, the undersigned (herein called the “Guarantors”each Notes Guarantor hereby guarantees, and each, a “Guarantor” which terms include any successor Person or Persons under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby jointly and severallyseverally with the other Notes Guarantors, irrevocably, fully as a primary obligor and unconditionally guarantee to each Holder of this Security, which has been authenticated and delivered by the Trusteenot merely as a surety, the due and punctual payment of the principal of and performance (including any amount in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant i) to the terms holder of this Security), on this Security and the due and punctual payment of the sinking fund paymentsprincipal of, premium, if any, and analogous obligationsinterest on, the Security upon which this Secured Notes Guarantee is set forth in the amounts and at the time when due and payable whether by declaration thereof, or otherwise, and interest on the overdue principal and interest, if any, provided for pursuant of such Security, if lawful, to the holder of such Security and the Trustee on behalf of the Holders and (ii) all amounts owed to the Trustee under the Indenture, in each case in accordance with and subject to the terms and limitations of this such Security, when the Indenture and as the same shall become due Articles II and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise according to the terms of this Security and IV of the Sixth Supplemental Indenture. In case of default by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the same. Each Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this This Secured Notes Guarantee will not be discharged as to this Security except by payment in full of the principal of (including any amount payable in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to will not become effective until the rights of a Holder against the Company with respect to such payment Trustee or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until Authenticating Agent duly executes the certificate of authentication on this Security and (ii) shall have been signed be immediately and automatically released and/or terminated, with no further effect, if, (a) during the period commencing 60 days prior to the first public notice of the Company’s intention to effect the Merger and ending 60 days after the consummation of the Acquisition, a “Rating Event” is deemed to occur or (b) within 61 days after the consummation of the Acquisition, (1) a “Change of Control Triggering Event” is deemed to occur or (2) it is publicly announced that the rating of such series of Secured Notes is under consideration for a possible downgrade by any of the Trustee. All terms used in this Guarantee which are not defined herein shall have the meaning assigned to them in the Security upon which this Guarantee is endorsedRating Agencies. This Secured Notes Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York., without regard to conflict of law principles thereof. Dated: [NOTES GUARANTORS] By: Name: Title:

Form of Guarantee. The Guarantee afforded by Article Thirteen shall be endorsed on the Securities of any applicable series substantially as follows: For value received, Textron Financial Corporation, a corporation duly organized and existing under the undersigned laws of the State of Delaware (herein called the “Guarantors”"Guarantor", and each, a “Guarantor” which terms include term includes any successor Person or Persons under the Indenture (the "Indenture") referred to in the Security upon on which this Guarantee is endorsed), hereby jointly and severally, irrevocably, has fully and unconditionally guarantee guaranteed, pursuant to each Holder the terms of this Security, which has been authenticated and delivered by the TrusteeGuarantee contained in Article Thirteen of the Indenture, the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, and any premium premium, interest and interest (together with any Additional Amounts payable pursuant to the terms of this Security)on, on this Security and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to the terms of this such Security, when and as the same shall become due and payable, whether at Stated Maturity or upon the stated maturity, by declaration of acceleration, call for redemption or upon declaration of acceleration or otherwise according to otherwise, in accordance with the terms of this such Security and of the Indenture. In case [If applicable: All payments pursuant to this Guarantee shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, levies or other governmental charges of default whatever nature in effect on the date that such Security is originally issued or imposed or established in the future by or on behalf of the United States or any authority thereof or therein, unless such taxes, duties,levies or governmental charges are required by the Company in the payment of United States or such other jurisdiction or any such principal subdivision or authority to be withheld or deducted. In that event, the Guarantor will pay such additional amounts as will result (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the same. Each Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations after deduction of such Guarantortaxes, shall be as principal duties, levies or governmental charges and not merely as suretyany additional taxes, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Securityduties, any modification of this Security, any invalidity, irregularity assessments or unenforceability of this Security or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal of (including any amount governmental charges payable in respect of original issue discount)such) in the payment to the holder of the Security on which this Guarantee is endorsed of the amounts which would have been payable in respect of the Guarantee thereof had no such withholding or deduction been required, subject to certain exceptions as set forth in Article Thirteen of the Indenture.] The obligations of the Guarantor to the Holders of the Securities and any premium and interest (together with any Additional Amounts payable to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Thirteen of the Indenture, and reference is hereby made to such Article and Indenture for the precise terms of this Security), thereonthe Guarantee. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. This The Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security shall have been signed by the Trustee. All terms used in this Guarantee which are not defined herein shall have the meaning assigned to them in the Security upon which this Guarantee is endorsedendorsed shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories. This Guarantee is subject to Capitalized terms used herein and not otherwise defined herein have the release upon the terms set forth meanings specified in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. For value received, Guarantees to be endorsed on the undersigned (herein called Securities of Series No. 1 shall be in substantially the “Guarantors”, and eachform set forth below: [FORM OF GUARANTEE] PPL Corporation, a “corporation organized under the laws of the Commonwealth of Pennsylvania (the "Guarantor” ", which terms include term includes any successor Person or Persons under the Indenture (the "Indenture") referred to in the Security upon which this Guarantee is endorsed), for value received, hereby jointly and severally, irrevocably, fully and unconditionally guarantee guarantees to each the Holder of the Security upon which this Security, which has been authenticated and delivered by the TrusteeGuarantee is endorsed, the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, and analogous obligationsinterest, if any, provided for pursuant to the terms of this Security, on such Security when and as the same shall become due and payable, whether at the Stated Maturity or upon redemption or upon Maturity, by declaration of acceleration acceleration, call for redemption, or otherwise according to otherwise, in accordance with the terms of this such Security and of the Indenture. In case of default the failure of PPL Capital Funding, Inc., a corporation organized under the laws of the State of Delaware (the "Company", which term includes any successor under the Indenture), punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameCompany. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Securityof, any modification of this Securityand shall be unaffected by, any invalidity, irregularity or unenforceability of this such Security or the Indenture, any failure to enforce the same provisions of such Security or the Indenture, or any waiver, modification, consent modification or indulgence granted to the Company with respect thereto thereto, by the Holder of this such Security or the Trustee, Trustee or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity thereof. Each The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or the Holder of paymentsuch Security exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of merger insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this in respect of such Security except by complete performance of the obligations contained in such Security and in this Guarantee. This Guarantee shall constitute a guaranty of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, on such Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The obligations of the Guarantor hereunder with respect to such Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of the Indenture to have been, paid in full or otherwise discharged. The obligations evidenced by this Guarantee are, to the extent provided in the Indenture, subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness (as defined in the principal Indenture) of (including any amount payable in respect of original issue discount)the Guarantor, and any premium and interest (together with any Additional Amounts payable pursuant this Guarantee is issued subject to the terms provisions of this Security), thereonthe Indenture with respect thereto. Each Guarantor irrevocably waives Holder of a Security upon which this Guarantee is endorsed, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in fact for any and all rights to which it may be entitledsuch purposes. Each Holder hereof, by operation his acceptance hereof, hereby waives all notice of law the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or otherwisehereafter incurred, and waives reliance by each such Holder upon making any payment hereunder (i) to said provisions. The Guarantor shall be subrogated to the all rights of a the Holder of such Security upon which this Guarantee is endorsed against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or (ii) the Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued under the Indenture shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being 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 reinstated, as the case may be, if at any time payment of the Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by the Holder of such Security, 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, in or any part thereof, is rescinded, reduced, restored or returned on such Security, such Security shall, to the nature of contribution fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or for any other reason, from any other obligor with respect to such paymentreturned. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on of the Security upon which this Security Guarantee is endorsed shall have been signed manually executed by or on behalf of the TrusteeTrustee under the Indenture. All terms used in this Guarantee which are not defined herein in the Indenture shall have the meaning meanings assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the such Indenture. This Guarantee is subject shall be deemed to certain limitations be a contract made under the laws of the State of New York, and waivers set forth in the Indenture, as it may for all purposes shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. For value receivedFOR VALUE RECEIVED, the undersigned (herein called the “Guarantors”, and eachMUTUAL RISK MANAGEMENT LTD., a “Bermuda corporation (the "Guarantor” ," which terms include term includes any successor Person or Persons guarantor under the Indenture referred to in the Security upon which this Guarantee is endorsedendorsed (the "Indenture")), hereby jointly and severally, irrevocably, fully and unconditionally guarantee guarantees to each Holder the holder of the Security upon which this Security, which has been authenticated and delivered by the Trustee, Guarantee is endorsed the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this such Security and the due and punctual payment of the sinking fund payments, payments (if any, and analogous obligations, if any, ) provided for pursuant to the terms of this such Security, when and as the same shall become due and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration Maturity, by acceleration, redemption, repayment or otherwise according to and the terms full and punctual performance within applicable grace periods of this Security and all other obligations of the IndentureCompany under the Indenture and such Security. In case of default by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the same. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger merger, insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this said Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this Guarantee will not be discharged as to this Security except by payment in full complete performance of the principal of (including any amount payable obligations contained in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such paymentGuarantee. This Guarantee shall constitutes a guarantee of payment and not of collection and is unsecured and ranks equally and ratably with all other unsecured and unsubordinated obligations of the Guarantor. The Guarantor hereby certifies and warrants that all acts, conditions and things required to be done and performed and to have happened precedent to the creation and issuance of this Guarantee, and to constitute the same the legal, valid or become obligatory for any purpose and binding obligations of the Guarantor enforceable in accordance with respect to this Security until the certificate of authentication on this Security shall its terms have been signed by done and performed and have happened in compliance with all applicable laws. This Guarantee is dated the Trusteedate of the Security upon which it is endorsed. All capitalized terms used in this Guarantee which are but not defined herein which are defined in the Indenture shall have the meaning meanings assigned to them in the Security upon which Indenture. The terms of this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth include those stated in the Indenture. This Guarantee is subject to certain limitations all such terms, and waivers set forth in Holders are referred to the Indenture, as it may be supplemented from time to timeIndenture for a statement of such terms. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is governed endorsed shall have been executed by and construed in accordance with the laws Trustee under the Indenture by the manual signature of the State one of New Yorkits authorized officers. THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

Form of Guarantee. GUARANTEE For value received, each of the undersigned (herein called Guarantors, jointly and severally with the “other Guarantors”, hereby irrevocably and each, a “Guarantor” which terms include any successor Person or Persons under unconditionally guarantees to the Indenture referred to in Holder of the Security upon which this Guarantee is endorsed), hereby jointly and severallyto the Trustee for itself and on behalf of such Holder, irrevocably, fully and unconditionally guarantee to each Holder of this Security, which has been authenticated and delivered by the Trustee, (i) the due and punctual payment of the principal of (including any amount in respect of original issue discount)and premium, if any) and interest on, and any premium Redemption Price and interest (together with any Additional Amounts payable pursuant to the terms of this Security)Repurchase Price in respect of, on this such Security and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to the terms of this Security, when and as the same shall become due and payable, whether at the Stated Maturity Maturity, by acceleration, call for redemption, exercise of the repurchase right set forth in Article XIV of the Indenture or upon redemption or upon declaration of acceleration or otherwise otherwise, according to the terms of this Security thereof and of the Indenture referred to therein and (ii) the performance of all other obligations of the Company under the Indenture. In case of default the failure of the Company punctually to make any such payment, each of the Guarantors hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, exercise of the repurchase right set forth in Article XIV of the Indenture or otherwise, and as if such payment were made by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameCompany. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as if it were a principal debtor and not merely as surety, a surety and shall be absolute and unconditional unconditional, irrespective of any extension the validity, regularity or enforceability of the time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this such Security or the Indenture, the absence of any failure action to enforce the same, the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities, any waiver or consent by the Holder of such Security or by the Trustee or either of them with respect to any provisions thereof or of the Indenture, the obtaining of any judgment against the Company or any action to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Guarantor of the Guarantors hereby waives the benefits of diligence, presentment, demand of payment, any requirement that at any time the Holder or any other Person exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of merger insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in such Security and in this Guarantee. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or any interest on, and any Redemption Price or Repurchase Price in respect of, such Security, whether at their Stated Maturity, by acceleration, call for redemption, exercise of the repurchase right set forth in Article XIV of the Indenture or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce this Guarantee without first proceeding against the Company. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article V of this Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. Each of the Guarantors agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect any interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, such Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. No reference herein to the Indenture and no provision of this Guarantee or of the Indenture shall alter or impair the Guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal (and premium, if any) and any interest on, and any Redemption Price or Repurchase Price in respect of, the Security upon which this Guarantee is endorsed. Each of the Guarantors shall be subrogated to all rights of the Holder of this Security except against the Company in respect of any amounts paid by payment in full such Guarantor on account of this Security pursuant to the provisions of its Guarantee or the Indenture; provided, however, that such Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (including and premium, if any) and any amount payable in respect of original issue discount)interest on, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of Redemption Price or Repurchase Price in respect of, this Security), thereon. Each Guarantor irrevocably waives any Security and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to other Securities issued under the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company Indenture shall have been paid in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such paymentfull. 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, is, 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 valid reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or become obligatory returned. Each Guarantor, and by its acceptance of Securities, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any purpose with similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and each of the Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Guarantee and Article XIII of the Indenture shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contributions from or payments made by or on behalf of any other Guarantor in respect to this Security until of the certificate obligations of authentication on this Security such other Guarantor under Article XIII under the Indenture, if any, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent transfer or conveyance. No past, present or future stockholder, officer, director, employer or incorporator of any Guarantor, as such, shall have been signed any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employer or incorporator. The Guarantors shall be released from this Guarantee upon the Trusteeterms and subject to the conditions provided in the Indenture. All terms used in this Guarantee which are not defined herein shall have in the meaning assigned Indenture referred to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject endorsed shall have the meanings assigned to the release upon the terms set forth them in the such Indenture. This Guarantee is subject to certain limitations and waivers set forth in shall not be valid or obligatory for any purpose until the Indenture, as it may be supplemented from time to time. This certificate of authentication on the Security upon which this Guarantee is governed endorsed shall have been executed by and construed in accordance with the laws Trustee under the Indenture by manual signature. Reference is made to Article XIII of the State of New YorkIndenture for further provisions with respect to this Guarantee. THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

Form of Guarantee. For value receivedRadiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the undersigned laws of Mexico (herein called the “GuarantorsGuarantor”, and each, a “Guarantor” which terms include any successor Person or Persons under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby jointly and severally, irrevocably, fully and unconditionally guarantees (such guarantee being referred to each Holder herein as the “Guarantee”), in accordance with the terms of this Securitythe Indenture, which has been authenticated dated as of March 9, 2004 (the “Indenture”), among América Móvil, S.A. de C.V., the Guarantor and delivered by the JPMorgan Chase Bank, as Trustee, the due full and punctual payment when due, whether at maturity, upon redemption, by acceleration or otherwise, of the principal of (including any amount in respect of original issue discount)of, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, and analogous obligationsinterest on, if any, provided for and any other amounts due under the Securities and all other obligations of the Company under the Indenture. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Indenture. The obligations of the Guarantor to the Holders and to the Trustee pursuant to the terms of this Security, when Guarantee and as the same Indenture shall become due and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise according be limited to the terms maximum amount as shall, after giving effect to all other liabilities (fixed and contingent) of this Security the Guarantor, result in the obligations of the Guarantor under the Guarantees not constituting a fraudulent conveyance or fraudulent transfer under applicable law. The obligations of the Guarantor to the Holders and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth, to the extent and in the manner provided, in Article Eleven of the Indenture. In case of default by , and reference is hereby made to such Indenture for the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the precise terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameGuarantee therein made. Each Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal of (including any amount payable in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. This The Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security the Securities upon which the Guarantee is noted shall have been signed executed by the TrusteeTrustee under the Indenture by the manual signature of one of its authorized signatories. All terms used The Guarantee shall be governed by, and construed in this Guarantee which are not defined herein shall have accordance with, the meaning assigned to them in laws of the Security upon which this Guarantee is endorsedState of New York. This The Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. For value receivedGuarantees to be endorsed on the Securities shall be substantially in the form set forth below: [Form of Guarantee] The Xxxxxxx Xxxxx Group, Inc., a corporation organized under the undersigned laws of the State of Delaware (herein called the “GuarantorsGuarantor”, and each, a “Guarantor” which terms include term includes any successor Person or Persons under the Indenture referred to in the Security upon which this Guarantee is endorsed), for value received, hereby jointly and severally, irrevocably, fully and unconditionally guarantee guarantees to each the Holder of the Security upon which this Security, which has been authenticated and delivered by the TrusteeGuarantee is endorsed, the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, and analogous obligationsinterest, if any, provided for pursuant to the terms of this Security, on such Security when and as the same shall become due and payable, whether at the Stated Maturity or upon Maturity, by declaration of acceleration, call for redemption or upon declaration of acceleration or otherwise according to otherwise, in accordance with the terms of this such Security and of the Indenture. In case of default the failure of GS Finance Corp., a corporation organized under the laws of the State of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture), punctually to make any such payment [if applicable, insert — (and subject to the Company’s right to defer the Stated Maturity of interest payments as provided in such Security)], the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameCompany. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Securityof, any modification of this Securityand shall be unaffected by, any invalidity, irregularity or unenforceability of this such Security or the Indenture, any failure to enforce the same provisions of such Security or the Indenture, or any waiver, modification, consent modification or indulgence granted to the Company with respect thereto thereto, by the Holder of this such Security or the Trustee, Trustee or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon [if the Security is an Original Issue Discount Security, insert — , or increase the principal amount of such Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 5.02 of the Indenture]. Each The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or the Holder of paymentsuch Security exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of merger insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this in respect of such Security except by payment in full complete performance of the principal obligations contained in such Security and in this Guarantee. This Guarantee shall constitute a guaranty of (including any amount payable payment and not of collection. The Guarantor hereby agrees that, in respect the event of original issue discount)a default in payment of principal, and any premium and interest (together with any Additional Amounts payable pursuant or premium, if any, or interest, if any, on such Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms of this Security)and conditions set forth in the Indenture, thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder directly against the Company Guarantor to enforce this Guarantee without first proceeding against the Company. The obligations of the Guarantor hereunder with respect to such payment Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Four of the Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to be reimbursed, indemnified or exonerated by all rights of the Holder of such Security upon which this Guarantee is endorsed against the Company in respect thereof of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or (ii) the Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued under the Indenture shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being 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 reinstated, as the case may be, if at any time payment of the Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by the Holder of such Security, 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, in or any part thereof, is rescinded, reduced, restored or returned on such Security, such Security shall, to the nature of contribution fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or for any other reason, from any other obligor with respect to such paymentreturned. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on of the Security upon which this Security Guarantee is endorsed shall have been signed manually executed by or on behalf of the TrusteeTrustee under the Indenture. All terms used in this Guarantee which are not defined herein in the Indenture shall have the meaning meanings assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the such Indenture. This Guarantee is subject shall be deemed to certain limitations be a contract made under the laws of the State of New York, and waivers set forth in the Indenture, as it may for all purposes shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. [* INDICATES LANGUAGE TO BE DELETED IF THE ISSUER IS THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND] [This Guarantee is to be endorsed on the Securities of each series other than Securities issued by HBOS.] For value received, HBOS plc, a corporation incorporated in Scotland under the undersigned Companies Axx 0000 (in its capacity as guarantor, herein called the “GuarantorsGuarantor”, and each, a “Guarantor” which terms include term includes any successor Person or Persons corporation under the Indenture referred to in the Security upon which this Guarantee is endorsed) [and THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND, a bank constituted and existing under the laws of Scotland (in its capacity as guarantor, herein called the “Guarantor”, which term includes any successor corporation under the Indenture referred to in the Security upon which this Guarantee is endorsed, and together with HBOS plc as Guarantor, the “Guarantors”), ,]* hereby [jointly and severally, irrevocably, fully severally and ]* unconditionally guarantee and irrevocably guarantee[s]* to each the Holder of the Security upon which this Security, which has been authenticated and delivered by the Trustee, Guarantee is endorsed the due and punctual payment of the principal of (including any amount in respect of original issue discount)and premium, if any, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security)interest, if any, on this such Security and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant referred to the terms of this Security, therein when and as the same shall become due and payable, whether at the Stated Maturity or upon Maturity, by call for redemption or upon declaration of acceleration or otherwise otherwise, according to the terms of this Security thereof and of the IndentureIndenture referred to therein. In case of default the failure of the Issuer (as defined on the face of this Security) punctually to make any such payment of principal, premium, if any, or interest, if any, or any sinking fund payment, if any, the Guarantor[s]* hereby [jointly and severally]* agree[s] to make any such payment punctually when and as the same shall become due and payable, whether at the Stated Maturity, by call for redemption or otherwise, and as if such payment were made by the Company in Issuer. The Guarantor[s]* hereby further agree[s] that any amounts to be paid by the payment Guarantor[s]* under this Guarantee shall be paid without deduction or withholding for any and all present and future taxes, levies, imposts and other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the United Kingdom of Great Britain and Northern Ireland (the “United Kingdom”) or any political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such principal (including taxes, levies, imposts or other governmental charges shall at any time be required by the United Kingdom or any such subdivision or authority, the Guarantor[s]* will pay such additional amount in respect of original issue discount)principal, interest (together with any Additional Amounts payable pursuant premium, if any, and interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amounts paid to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the same. Each Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which as the case may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Guarantor hereby waives diligencebe, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect pursuant to this Guarantee after such deduction or withholding shall equal the respective amounts of principal and premium, if any, and interest, if any, and sinking fund payments, if any, as specified in such Security to which the Holder or the indebtedness evidenced thereby and all demands whatsoeverTrustee would be entitled if no such deduction or withholding had been made; provided that the foregoing shall not apply to any such tax, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal of (including any amount payable in respect of original issue discount)levy, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law impost or otherwise, upon making any payment hereunder other governmental charge (i) to which would not be subrogated to payable or due but for the rights fact that the beneficial owner or Holder of such Security is a Holder against domiciliary, national or resident of, or engaging in business (whether through a branch, agency or otherwise) or maintaining a permanent establishment or being physically present in, the Company with respect to United Kingdom or such payment political subdivision or otherwise to be reimbursedhaving some connection with the United Kingdom or such political subdivision other than the holding or ownership of such Security, indemnified or exonerated by receiving income therefrom, or the Company in respect thereof enforcement of such Security or this Guarantee, (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. This Guarantee shall which would not be valid payable or become obligatory due but for the failure to comply with any purpose with respect to this Security until certification, identification or other reporting requirements concerning the certificate of authentication on this Security shall have been signed by the Trustee. All terms used in this Guarantee which are not defined herein shall have the meaning assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenturenationality, as it may be supplemented from time to time. This Guarantee is governed by and construed in accordance residence, identity or connection with the laws of the State of New York.United Kingdom or any political

Form of Guarantee. For value receivedGuarantees to be endorsed on the Securities of Series No. 3 shall be in substantially the form set forth below: [FORM OF GUARANTEE] PP&L Resources, the undersigned (herein called the “Guarantors”, and eachInc., a “corporation organized under the laws of the Commonwealth of Pennsylvania (the "Guarantor” ", which terms include term includes any successor Person or Persons under the Indenture (the "Indenture") referred to in the Security upon which this Guarantee is endorsed), for value received, hereby jointly and severally, irrevocably, fully and unconditionally guarantee guarantees to each the Holder of the Security upon which this Security, which has been authenticated and delivered by the TrusteeGuarantee is endorsed, the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, and analogous obligationsinterest, if any, provided for pursuant to the terms of this Security, on such Security when and as the same shall become due and payable, whether at the Stated Maturity or upon redemption or upon Maturity, by declaration of acceleration acceleration, call for redemption, or otherwise according to otherwise, in accordance with the terms of this such Security and of the Indenture. In case of default the failure of PP&L Capital Funding, Inc., a corporation organized under the laws of the State of Delaware (the "Company", which term includes any successor under the Indenture), punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameCompany. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Securityof, any modification of this Securityand shall be unaffected by, any invalidity, irregularity or unenforceability of this such Security or the Indenture, any failure to enforce the same provisions of such Security or the Indenture, or any waiver, modification, consent modification or indulgence granted to the Company with respect thereto thereto, by the Holder of this such Security or the Trustee, Trustee or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity thereof. Each The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or the Holder of paymentsuch Security exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of merger insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this in respect of such Security except by payment in full complete performance of the principal obligations contained in such Security and in this Guarantee. This Guarantee shall constitute a guaranty of (including any amount payable payment and not of collection. The Guarantor hereby agrees that, in respect the event of original issue discount)a default in payment of principal, and any premium and interest (together with any Additional Amounts payable pursuant or premium, if any, or interest, if any, on such Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms of this Security)and conditions set forth in the Indenture, thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder directly against the Company Guarantor to enforce this Guarantee without first proceeding against the Company. The obligations of the Guarantor hereunder with respect to such payment Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of the Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to be reimbursed, indemnified or exonerated by all rights of the Holder of such Security upon which this Guarantee is endorsed against the Company in respect thereof of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or (ii) the Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued under the Indenture shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being 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 reinstated, as the case may be, if at any time payment of the Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by the Holder of such Security, 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, in or any part thereof, is rescinded, reduced, restored or returned on such Security, such Security shall, to the nature of contribution fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or for any other reason, from any other obligor with respect to such paymentreturned. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on of the Security upon which this Security Guarantee is endorsed shall have been signed manually executed by or on behalf of the TrusteeTrustee under the Indenture. All terms used in this Guarantee which are not defined herein in the Indenture shall have the meaning meanings assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the such Indenture. This Guarantee is subject shall be deemed to certain limitations be a contract made under the laws of the State of New York, and waivers set forth in the Indenture, as it may for all purposes shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. For value received, the The undersigned (herein called the “Guarantors”, and each, a “Guarantor” which terms include any successor Person or Persons its successors under the Indenture referred has irrevocably and unconditionally guaranteed, on a senior secured basis to the extent set forth in the Security upon which this Guarantee is endorsedAmended and Restated Indenture, dated as of October 30, 2008 (the “Indenture”), hereby jointly by and severallybetween Baseline Oil & Gas Corp. (the “Company”) and The Bank of New York Mellon, irrevocablyas Trustee and Collateral Agent, fully and unconditionally guarantee to each Holder of this Security, which has been authenticated and delivered by the Trustee, (i) the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, premium, if any, and any premium and interest (together with any Additional Amounts payable pursuant to on the terms of this Security)Notes, on this Security and whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the sinking fund paymentsoverdue principal of (including interest accruing at the then applicable rate provided in the Indenture, if anythe Notes, and analogous obligations, if any, provided for pursuant to the terms Guarantees or any Collateral Agreement after the occurrence of this Security, when and as the same shall become due and payable, whether at Stated Maturity any Event of Default set forth in Section 6.01(6) or upon redemption or upon declaration of acceleration or otherwise according to the terms of this Security and (7) of the Indenture. In case , whether or not a claim for post-filing or post-petition interest is allowed under applicable law following the institution of default by a proceeding under bankruptcy, insolvency or similar law) and interest on the Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the Holders or the Trustee all in accordance with the terms set forth in Article Ten of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly the Indenture and punctually to pay the same. Each Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective (ii) in case of any extension of the time for of payment or renewal of this Securityany Notes or any of such other obligations, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, any failure to enforce that the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment promptly paid in full of the principal of (including any amount payable when due or performed in respect of original issue discount), and any premium and interest (together accordance with any Additional Amounts payable pursuant to the terms of this Security)the extension or renewal, thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitledwhether at stated maturity, by operation of law acceleration or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security shall have been signed by the Trustee. All Capitalized terms used in this Guarantee which are not defined herein shall have the meaning meanings assigned to them in the Security upon which this Guarantee is endorsedIndenture unless otherwise indicated. THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE “GUARANTEE”) AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS XXXXXX MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF A NOTE, BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR SUCH PURPOSES. This Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.. [NAME OF XXXXXXXXX] By: Name: Title:

Form of Guarantee. For value receivedGuarantees to be endorsed on the Securities of Series No. __ shall be in substantially the form set forth below: [FORM OF GUARANTEE] PPL Corporation (formerly called PP&L Resources, the undersigned (herein called the “Guarantors”, and eachInc.), a “corporation organized under the laws of the Commonwealth of Pennsylvania (the "Guarantor” ", which terms include term includes any successor Person or Persons under the Indenture (the "Indenture"), referred to in the Security upon which this Guarantee is endorsed), for value received, hereby jointly and severally, irrevocably, fully and unconditionally guarantee guarantees to each the Holder of the Security upon which this Security, which has been authenticated and delivered by the TrusteeGuarantee is endorsed, the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, and analogous obligations, if any, provided for pursuant to the terms of this Security, interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity or upon redemption or upon Maturity, by declaration of acceleration acceleration, call for redemption, or otherwise according to otherwise, in accordance with the terms of this such Security and of the Indenture. In case of default the failure of PPL Capital Funding, Inc. (formerly called PP&L Capital Funding, Inc.), a corporation organized under the laws of the State of Delaware (the "Company", which term includes any successor under the Indenture), punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameCompany. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Securityof, any modification of this Securityand shall be unaffected by, any invalidity, irregularity or unenforceability of this such Security or the Indenture, any failure to enforce the same provisions of such Security or the Indenture, or any waiver, modification, consent modification or indulgence granted to the Company with respect thereto thereto, by the Holder of this such Security or the Trustee, Trustee or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity thereof. Each The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or the Holder of paymentsuch Security exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of merger insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this in respect of such Security except by payment in full complete performance of the principal obligations contained in such Security and in this Guarantee. This Guarantee shall constitute a guaranty of (including any amount payable payment and not of collection. The Guarantor hereby agrees that, in respect the event of original issue discount)a default in payment of principal, and any premium and interest (together with any Additional Amounts payable pursuant or premium, if any, or interest, if any, on such Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms of this Security)and conditions set forth in the Indenture, thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder directly against the Company Guarantor to enforce this Guarantee without first proceeding against the Company. The obligations of the Guarantor hereunder with respect to such payment Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest on such Security has been, or has been deemed pursuant to the provisions of Article Seven of the Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to be reimbursed, indemnified or exonerated by all rights of the Holder of such Security upon which this Guarantee is endorsed against the Company in respect thereof of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or (ii) the Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued under the Indenture shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being 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 reinstated, as the case may be, if at any time payment of the Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by the Holder of such Security, 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, in or any part thereof, is rescinded, reduced, restored or returned on such Security, such Security shall, to the nature of contribution fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or for any other reason, from any other obligor with respect to such paymentreturned. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on of the Security upon which this Security Guarantee is endorsed shall have been signed manually executed by or on behalf of the TrusteeTrustee under the Indenture. All terms used in this Guarantee which are not defined herein in the Indenture shall have the meaning meanings assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the such Indenture. This Guarantee is subject shall be deemed to certain limitations be a contract made under the laws of the State of New York, and waivers set forth in the Indenture, as it may for all purposes shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. For value receivedGuarantees to be endorsed on the Securities of Series No. 4 shall be in substantially the form set forth below: [FORM OF GUARANTEE] PPL Corporation (formerly called PP&L Resources, the undersigned (herein called the “Guarantors”, and eachInc.), a “corporation organized under the laws of the Commonwealth of Pennsylvania (the "Guarantor” ", which terms include term includes any successor Person or Persons under the Indenture (the "Indenture") referred to in the Security upon which this Guarantee is endorsed), for value received, hereby jointly and severally, irrevocably, fully and unconditionally guarantee guarantees to each the Holder of the Security upon which this Security, which has been authenticated and delivered by the TrusteeGuarantee is endorsed, the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, and analogous obligationsinterest, if any, provided for pursuant to the terms of this Security, on such Security when and as the same shall become due and payable, whether at the Stated Maturity or upon redemption or upon Maturity, by declaration of acceleration acceleration, call for redemption, or otherwise according to otherwise, in accordance with the terms of this such Security and of the Indenture. In case of default the failure of PPL Capital Funding, Inc. (formerly called PP&L Capital Funding, Inc.), a corporation organized under the laws of the State of Delaware (the "Company", which term includes any successor under the Indenture), punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameCompany. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Securityof, any modification of this Securityand shall be unaffected by, any invalidity, irregularity or unenforceability of this such Security or the Indenture, any failure to enforce the same provisions of such Security or the Indenture, or any waiver, modification, consent modification or indulgence granted to the Company with respect thereto thereto, by the Holder of this such Security or the Trustee, Trustee or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity thereof. Each The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or the Holder of paymentsuch Security exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of merger insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this in respect of such Security except by payment in full complete performance of the principal obligations contained in such Security and in this Guarantee. This Guarantee shall constitute a guaranty of (including any amount payable payment and not of collection. The Guarantor hereby agrees that, in respect the event of original issue discount)a default in payment of principal, and any premium and interest (together with any Additional Amounts payable pursuant or premium, if any, or interest, if any, on such Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms of this Security)and conditions set forth in the Indenture, thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder directly against the Company Guarantor to enforce this Guarantee without first proceeding against the Company. The obligations of the Guarantor hereunder with respect to such payment Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of the Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to be reimbursed, indemnified or exonerated by all rights of the Holder of such Security upon which this Guarantee is endorsed against the Company in respect thereof of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or (ii) the Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued under the Indenture shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being 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 reinstated, as the case may be, if at any time payment of the Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by the Holder of such Security, 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, in or any part thereof, is rescinded, reduced, restored or returned on such Security, such Security shall, to the nature of contribution fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or for any other reason, from any other obligor with respect to such paymentreturned. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on of the Security upon which this Security Guarantee is endorsed shall have been signed manually executed by or on behalf of the TrusteeTrustee under the Indenture. All terms used in this Guarantee which are not defined herein in the Indenture shall have the meaning meanings assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the such Indenture. This Guarantee is subject shall be deemed to certain limitations be a contract made under the laws of the State of New York, and waivers set forth in the Indenture, as it may for all purposes shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. GUARANTEE For value received, Regency Centers Corporation, as Guarantor (the undersigned (herein called "Guarantor") hereby unconditionally guarantees to the “Guarantors”, and each, a “Guarantor” which terms include any successor Person or Persons under the Indenture referred to in Holder of the Security upon which this Guarantee is endorsed), hereby jointly and severally, irrevocably, fully and unconditionally guarantee to each Holder the Trustee on behalf of this Security, which has been authenticated and delivered by the Trusteesuch Holder, the due and punctual payment of the principal of (including any amount in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, ) and analogous obligations, if any, provided for pursuant to the terms of this Security, interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity Maturity, by acceleration, call for redemption, purchase or upon redemption or upon declaration of acceleration or otherwise otherwise, according to the terms of this Security thereof and of the IndentureIndenture referred to therein. In case of default the failure of the Issuer punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameIssuer. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations be unconditional, irrespective of the validity, regularity or enforceability of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, the absence of any failure action to enforce the same or any waiverrelease or amendment or waiver of any term of any other Guarantee of, modificationor any consent to departure from any requirement of any other Guarantee of all or of any of the Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a security interest by the Issuer, as debtor-in- possession, under Section 364 of the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities, any waiver or consent or indulgence granted to the Company with respect thereto by the Holder of this such Security or by the TrusteeTrustee or either of them with respect to any provisions thereof or of the Indenture, the obtaining of any judgment against the Issuer or any action to enforce the same or any other circumstances which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each The Guarantor hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Issuer or any other Person, filing of claims with a court in the event of merger insolvency or bankruptcy of the CompanyIssuer, any right to require a demand or proceeding first against the CompanyIssuer, protest or notice with respect to this such Security or the indebtedness Indebtedness evidenced thereby and all demands whatsoever, and covenants covenant that this Guarantee will not be discharged as except by complete performance of the obligations contained in such Security and in this Guarantee. The Guarantor hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Security, whether at their Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Issuer. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. No reference herein to the Indenture and no provision of this Guarantee or of the Indenture shall alter or impair the Guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal (and premium, if any) and interest on the Security upon which this Guarantee is endorsed. The Guarantor shall be subrogated to all rights of the Holder of this Security except against the Issuer in respect of any amounts paid by payment in full the Guarantor on account of this Security pursuant to the provisions of this Guarantee or the Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (including any amount payable in respect of original issue discount)and premium, and any premium if any) and interest (together with any Additional Amounts payable pursuant to the terms of on this Security), thereon. Each Guarantor irrevocably waives any Security and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to other Securities issued under the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company Indenture shall have been paid in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such paymentfull. This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities of this series is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities of this series 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 of this series shall, to the fullest extent permitted by law, be valid reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security shall have been signed by the Trusteereturned. All terms used in this Guarantee which are not defined herein shall have in the meaning assigned Indenture referred to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject endorsed shall have the meanings assigned to the release upon the terms set forth them in the such Indenture. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is subject endorsed shall have been executed by the Trustee under the Indenture by manual signature. Reference is made to certain limitations and waivers set forth in Article Twelve of the Indenture, as it may be supplemented from time Indenture for further provisions with respect to timethis Guarantee. This Guarantee is shall be governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. GUARANTEE For value received, each of the undersigned (herein called Guarantors listed below hereby jointly and severally unconditionally guarantees to the “Guarantors”, and each, a “Guarantor” which terms include any successor Person or Persons under the Indenture referred to in Holder of the Security upon which this Guarantee is endorsed), hereby jointly and severally, irrevocably, fully and unconditionally guarantee to each Holder the Trustee on behalf of this Security, which has been authenticated and delivered by the Trusteesuch Holder, the due and punctual payment of the principal of (including any amount in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, ) and analogous obligations, if any, provided for pursuant to the terms of this Security, interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity Maturity, by acceleration, call for redemption, purchase or upon redemption or upon declaration of acceleration or otherwise otherwise, according to the terms of this Security thereof and of the IndentureIndenture referred to therein. In case of default the failure of the Company punctually to make any such payment, each of the Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameCompany. Each Guarantor of the Guarantors hereby jointly and severally agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations be unconditional, irrespective of the validity, regularity or enforceability of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, the absence of any failure action to enforce the same or any waiverrelease or amendment or waiver of any term of any other Guarantee of, modificationor any consent to departure from any requirement of any other Guarantee of all or of any of the Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a security interest by the Company, as debtor-in-possession, under Section 364 of the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities, any waiver or consent or indulgence granted to the Company with respect thereto by the Holder of this such Security or by the TrusteeTrustee or either of them with respect to any provisions thereof or of the Indenture, the obtaining of any judgment against the Company or any action to enforce the same or any other circumstances which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Guarantor of the Guarantors hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of merger insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this such Security or the indebtedness Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as except by complete performance of the obligations contained in such Security and in this Guarantee. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Security, whether at the Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in the Indenture, directly against each of the Guarantors to enforce this Guarantee without first proceeding against the Company. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, such Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. No reference herein to the Indenture and no provision of this Guarantee or of the Indenture shall alter or impair the Guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal (and premium, if any) and interest on the Security upon which this Guarantee is endorsed. Each Guarantor shall be subrogated to all rights of the Holder of this Security except against the Company in respect of any amounts paid by payment in full such Guarantor on account of this Security pursuant to the provisions of its Guarantee or the Indenture; provided, however, that such Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (including any amount payable in respect of original issue discount)and premium, and any premium if any) and interest (together with any Additional Amounts payable pursuant to the terms of on this Security), thereon. Each Guarantor irrevocably waives any Security and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to other Securities issued under the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company Indenture shall have been paid in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such paymentfull. 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 is, 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 valid reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or become obligatory returned. 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. The Guarantors or any particular Guarantor shall be released from this Guarantee upon the terms and subject to certain conditions provided in the Indenture. By delivery of a Supplemental Indenture to the Trustee in accordance with the terms of the Indenture, each Person that becomes a Guarantor after the date of the Indenture will be deemed to have executed and delivered this Guarantee for any purpose with respect to the benefit of the Holder of this Security until with the certificate of authentication on this Security shall have been signed by the Trusteesame effect as if such Guarantor was named below. All terms used in this Guarantee which are not defined herein shall have in the meaning assigned Indenture referred to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject endorsed shall have the meanings assigned to the release upon the terms set forth them in the such Indenture. This Guarantee is subject to certain limitations and waivers set forth in shall not be valid or obligatory for any purpose until the Indenture, as it may be supplemented from time to time. This certificate of authentication on the Security upon which this Guarantee is governed endorsed shall have been executed by and construed in accordance with the laws Trustee under the Indenture by manual signature. Reference is made to Article XIII of the State of New YorkIndenture for further provisions with respect to this Guarantee. THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Form of Guarantee. The Guarantee to be endorsed on any Security issued by the Company, subject to Section 201, shall be in substantially the form set forth below: GUARANTEE OF ENCANA CORPORATION For value received, EnCana Corporation, a corporation duly organized and existing under the undersigned laws of Canada (herein called the “Guarantors”"Guarantor", and each, a “Guarantor” which terms include term includes any successor Person or Persons under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby jointly unconditionally and severally, irrevocably, fully and unconditionally guarantee irrevocably guarantees to each the Holder of the Security upon which this Security, which has been authenticated Guarantee is endorsed and delivered by to the Trustee, Trustee on behalf of each such Holder the due and punctual payment of the principal of (including any amount in respect of original issue discount)and premium, if any) and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentsinterest, if any, and analogous obligations, if any, provided for pursuant to the terms of this Security, on such Security when and as the same shall become due and payable, whether at on the Stated Maturity Date or upon by declaration of acceleration, notice of redemption or upon declaration of acceleration or otherwise otherwise, according to the terms thereof and of this Security the Indenture referred to therein. In case of the failure of EnCana Holdings Finance Corp., an unlimited liability company duly organized and existing under the laws of the Province of Nova Scotia, Canada (herein called the "Company", which term includes any successor Person under such Indenture), punctually to make any such payment of principal (or premium, if any) or interest, if any, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the Stated Maturity Date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor will pay to the Holders such Additional Amounts as may become payable in respect of the Guarantees under Section 1005 of the Indenture. In case of default by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the same. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as if it were principal debtor and not merely as suretyguarantor, and shall be absolute and unconditional unconditional, irrespective of any extension of the time for payment of this Securityof, any modification of this Securityand shall be unaffected by, any invalidity, irregularity or unenforceability of this such Security or the such Indenture, any failure to enforce the same provisions of such Security or such Indenture, or any waiver, modification, consent modification or indulgence granted to the Company with respect thereto thereto, by the Holder of this such Security or the Trustee, Trustee or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge of a surety guarantor; PROVIDED, HOWEVER, that, notwithstanding the foregoing, no such waiver, modification or guarantorindulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity Date thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Five of such Indenture. Each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal of (including any amount payable in respect of original issue discount)and premium, if any) and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this interest, if any, on such Security), thereon. Each The Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to shall be subrogated to the all rights of a the Holder of such Security and the Trustee against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; PROVIDED, HOWEVER, that the Guarantor shall not be entitled to enforce or (ii) to receive any paymentpayments arising out of or based upon such right of subrogation until the principal of (premium, if any) and interest on all Securities of the same series issued under such Indenture shall have been paid in the nature of contribution or for any other reason, from any other obligor with respect to such paymentfull. This Guarantee shall not be valid or become obligatory for any purpose an unsecured, unsubordinated obligation of the Guarantor, ranking PARI PASSU with respect all other existing and future unsecured, unsubordinated indebtedness of the Guarantor, if any. No reference herein to this Security until the certificate such Indenture and no provision of authentication on this Security shall have been signed by the Trustee. All terms used in this Guarantee or of such Indenture shall alter or impair the guarantees of the Guarantor, which are not defined herein shall have absolute and unconditional, of the meaning assigned to them in due and punctual payment of the principal of (and premium, if any) and interest, if any, on the Security upon which this Guarantee is endorsed. This Guarantee is subject shall not be valid or obligatory for any purpose until the certificate of authentication of such Security shall have been manually executed by or on behalf of the Trustee under such Indenture. All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to the release upon the terms set forth them in the such Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.. Executed and dated the date on the face hereof. ENCANA CORPORATION By: ____________________________ Name: Title: By: ____________________________ Name: Title:

Form of Guarantee. The form of Guarantee to be endorsed on all Securities shall be substantially as follows: GUARANTEE OF MELLON FINANCIAL CORPORATION For value received, Mellon Financial Corporation, a corporation duly organized and existing under the undersigned laws of the Commonwealth of Pennsylvania (herein called the “Guarantors”"Guarantor"), and each, a “Guarantor” which terms include any successor Person or Persons under hereby unconditionally guarantees to the Indenture referred to in Holder of the Security upon which this Guarantee is endorsed), hereby jointly and severally, irrevocably, fully and unconditionally guarantee to each Holder of this Security, which has been authenticated and delivered by the Trustee, endorsed the due and punctual payment of the principal of (including any amount in respect of original issue discount)and premium, and any premium if any) and interest (together with on [if the Security upon which the Guarantee is endorsed is not to bear interest prior to Maturity, insert--any Additional Amounts payable pursuant to the terms of this Security)overdue principal of] said Security [if applicable, on this Security insert--and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant payments required with respect to the terms of this said Security, ,] when and as the same shall become due and payable, whether at Stated Maturity maturity, by acceleration or upon redemption or upon declaration of acceleration or otherwise otherwise, according to the terms of this Security thereof and of the IndentureIndenture referred to therein. In case of default by the Company in failure of Mellon Funding Corporation or any successor thereto (the payment of "Company") punctually to pay any such principal (including any amount in respect of original issue discount)principal, premium [, --or] interest (together with any Additional Amounts payable pursuant to the terms of this Security), [or sinking fund payment], the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at maturity, upon acceleration or analogous obligationredemption or otherwise, each Guarantor agrees duly and punctually to pay as if such payment were made by the sameCompany. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional unconditional, irrespective of any extension of the time for payment of this Securityof, any modification of this Securityand shall be unaffected by, any invalidity, irregularity or unenforceability of this said Security or the said Indenture, any failure to enforce the same provisions of said Security or said Indenture, or any waiver, modification, consent or indulgence granted to the Company with respect thereto thereto, by the Holder of this said Security or the TrusteeTrustee under said Indenture, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger merger, insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this said Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal, premium, if any, [or] interest on [any overdue principal of] [or any sinking fund payment required with respect to] said Security and the complete performance of (including any amount payable all other obligations contained in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this said Security), thereon. Each The Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to shall be subrogated to the all rights of a the Holder of said Security against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive of any payment, in the nature of contribution or for any other reason, from any other obligor with respect amounts paid to such payment. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security shall have been signed Holder by the Trustee. All terms used in this Guarantee which are not defined herein shall have the meaning assigned Guarantor pursuant to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.the

Form of Guarantee. For value received, A Guarantee substantially in the undersigned (following form shall be endorsed on the reverse of this Security. Capitalized terms used herein called but not defined shall have the “Guarantors”, and each, a “Guarantor” which terms include any successor Person or Persons under meanings assigned to them in the Indenture referred unless otherwise indicated. M-Systems Flash Disk Pioneers Ltd. (the "Guarantor") hereby unconditionally and irrevocably guarantees to in the Security upon which this Guarantee is endorsed), hereby jointly and severally, irrevocably, fully and unconditionally guarantee to each Holder of this Security, which has been authenticated and delivered by the Trustee, Security (i) the due and punctual payment of the principal of (including any amount in respect of original issue discount), and any premium and interest (together with any including Liquidated Damages and Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentsTax Amounts, if any, and analogous obligations, if any, provided for pursuant to the terms of ) on this Security, when and as the same shall become due and payable, whether at Stated Maturity maturity or upon redemption or upon declaration of acceleration or otherwise otherwise, according to the terms of this Security and of the IndentureIndenture and (ii) any other obligations the Company may have under the Indenture or the Registration Rights Agreement. In This Guarantee is a guarantee of payment not of collection. The Guarantor agrees that in the case of default by the Company in the payment of any such principal or interest (including any amount in respect of original issue discountLiquidated Damages and Additional Tax Amounts, if any), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees shall duly and punctually to pay the same. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, the Indenture or the Registration Rights Agreement, any invalidity, irregularity or unenforceability of this Security (or the IndentureIndenture or the Registration Rights Agreement), any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each The Guarantor hereby waives diligence, presentment, demand of for payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the indebtedness Indebtedness evidenced thereby hereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal of and interest (including any amount payable Liquidated Damages and Additional Tax Amounts, if any) on this Security. An Event of Default under the Indenture or this Security shall constitute an event of default under this Guarantee, and shall entitle the Holder of this Security to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. The Guarantor shall be subrogated to all rights of the Holders of this Security against the Company in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable amounts paid by the Guarantor pursuant to the terms provisions of this Security)Guarantee or the Indenture; provided, thereon. Each however, that the Guarantor irrevocably hereby waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, ____ 36 ____ indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, payment in the nature of contribution or for any other reason, from any other obligor with respect to such payment, in each case, until the principal of and interest (including Liquidated Damages and Additional Tax Amounts, if any) on this Security shall have been paid in full. This The Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security shall have been signed by the Trustee. All terms used in this The Guarantee which are not defined herein shall have the meaning assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. For value receivedGuarantees to be endorsed on the Securities of Series No. 7 shall be in substantially the form set forth below: [FORM OF GUARANTEE] PPL Corporation, a corporation organized under the undersigned laws of the Commonwealth of Pennsylvania (herein called the “GuarantorsGuarantor”, and each, a “Guarantor” which terms include term includes any successor Person or Persons under the Indenture (the “Indenture”) referred to in the Security upon which this Guarantee is endorsed), for value received, hereby jointly and severally, irrevocably, fully and unconditionally guarantee guarantees to each the Holder of the Security upon which this Security, which has been authenticated and delivered by the TrusteeGuarantee is endorsed, the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, and analogous obligations, if any, provided for pursuant to the terms of this Security, interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity or upon redemption or upon Maturity, by declaration of acceleration acceleration, call for redemption, or otherwise according to otherwise, in accordance with the terms of this such Security and of the Indenture. In case of default the failure of PPL Capital Funding, Inc., a corporation organized under the laws of the State of Delaware (the “Company,” which term includes any successor under the Indenture), punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameCompany. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Securityof, any modification of this Securityand shall be unaffected by, any invalidity, irregularity or unenforceability of this such Security or the Indenture, any failure to enforce the same provisions of such Security or the Indenture, or any waiver, modification, consent modification or indulgence granted to the Company with respect thereto thereto, by the Holder of this such Security or the Trustee, Trustee or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity thereof. Each The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or the Holder of paymentsuch Security exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of merger insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this in respect of such Security except by payment in full complete performance of the obligations contained in such Security and in this Guarantee. This Guarantee shall constitute a guaranty of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal of, or premium, if any, or interest on such Security, whether at its Stated Maturity, by declaration of (including any amount payable in respect acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of original issue discount)such Security, and any premium and interest (together with any Additional Amounts payable pursuant subject to the terms of this Security)and conditions set forth in the Indenture, thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder directly against the Company Guarantor to enforce this Guarantee without first proceeding against the Company. The obligations of the Guarantor hereunder with respect to such payment Security shall be continuing and irrevocable until the date upon which the entire principal of, and premium, if any, and interest on such Security has been, or has been deemed pursuant to the provisions of Article Seven of the Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to be reimbursed, indemnified or exonerated by all rights of the Holder of such Security upon which this Guarantee is endorsed against the Company in respect thereof of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or (ii) the Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued under the Indenture shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being 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 reinstated, as the case may be, if at any time payment of the Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by the Holder of such Security, 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, in or any part thereof, is rescinded, reduced, restored or returned on such Security, such Security shall, to the nature of contribution fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or for any other reason, from any other obligor with respect to such paymentreturned. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on of the Security upon which this Security Guarantee is endorsed shall have been signed manually executed by or on behalf of the TrusteeTrustee under the Indenture. All terms used in this Guarantee which are not defined herein in the Indenture shall have the meaning meanings assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the such Indenture. This Guarantee is subject shall be deemed to certain limitations be a contract made under the laws of the State of New York, and waivers set forth in the Indenture, as it may for all purposes shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. The form of Guarantee to be endorsed on all Securities shall be substantially as follows: GUARANTEE OF MELLON FINANCIAL CORPORATION For value received, Mellon Financial Corporation, a corporation duly organized and existing under the undersigned laws of the Commonwealth of Pennsylvania (herein called the “Guarantors”"Guarantor"), and each, a “Guarantor” which terms include any successor Person or Persons under hereby unconditionally guarantees to the Indenture referred to in Holder of the Security upon which this Guarantee is endorsed), hereby jointly and severally, irrevocably, fully and unconditionally guarantee to each Holder of this Security, which has been authenticated and delivered by the Trustee, endorsed the due and punctual payment of the principal of (including any amount in respect of original issue discount)and premium, and any premium if any) and interest (together with on [if the Security upon which the Guarantee is endorsed is not to bear interest prior to Maturity, insert--any Additional Amounts payable pursuant to the terms of this Security)overdue principal of] said Security [if applicable, on this Security insert--and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant payments required with respect to the terms of this said Security, ,] when and as the same shall become due and payable, whether at Stated Maturity maturity, by acceleration or upon redemption or upon declaration of acceleration or otherwise otherwise, according to the terms of this Security thereof and of the IndentureIndenture referred to therein. In case of default by the Company in failure of Mellon Funding Corporation or any successor thereto (the payment of "Company") punctually to pay any such principal (including any amount in respect of original issue discount)principal, premium [, --or] interest (together with any Additional Amounts payable pursuant to the terms of this Security), [or sinking fund payment], the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at maturity, upon acceleration or analogous obligationredemption or otherwise, each Guarantor agrees duly and punctually to pay as if such payment were made by the sameCompany. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional unconditional, irrespective of any extension of the time for payment of this Securityof, any modification of this Securityand shall be unaffected by, any invalidity, irregularity or unenforceability of this said Security or the said Indenture, any failure to enforce the same provisions of said Security or said Indenture, or any waiver, modification, consent or indulgence granted to the Company with respect thereto thereto, by the Holder of this said Security or the TrusteeTrustee under said Indenture, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger merger, insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this said Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal, premium, if any, [or] interest on [any overdue principal of (including of] [or any amount payable in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any sinking fund payment hereunder (i) to be subrogated to the rights of a Holder against the Company required with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by to] said Security and the Company complete performance of all other obligations contained in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security shall have been signed by the Trustee. All terms used in this Guarantee which are not defined herein shall have the meaning assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New Yorksaid Security.

Form of Guarantee. For value receivedGuarantees to be endorsed on the Securities of Series No. 2 shall be in substantially the form set forth below: [FORM OF GUARANTEE] PPL Corporation, a corporation organized under the undersigned laws of the Commonwealth of Pennsylvania (herein called the “GuarantorsGuarantor”, and each, a “Guarantor” which terms include term includes any successor Person or Persons under the Indenture (the “Indenture”) referred to in the Security upon which this Guarantee is endorsed), for value received, hereby jointly and severally, irrevocably, fully and unconditionally guarantee guarantees to each the Holder of the Security upon which this Security, which has been authenticated and delivered by the TrusteeGuarantee is endorsed, the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, and analogous obligationsinterest, if any, provided for pursuant to the terms of this Security, on such Security when and as the same shall become due and payable, whether at the Stated Maturity or upon redemption or upon Maturity, by declaration of acceleration acceleration, call for redemption, or otherwise according to otherwise, in accordance with the terms of this such Security and of the Indenture. In case of default the failure of PPL Capital Funding, Inc., a corporation organized under the laws of the State of Delaware (the “Company”, which term includes any successor under the Indenture), punctually to make any such payment (and subject to the Company’s right to defer the Stated Maturity of interest payments as provided in the Security upon which this Guarantee is endorsed), the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameCompany. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Securityof, any modification of this Securityand shall be unaffected by, any invalidity, irregularity or unenforceability of this such Security or the Indenture, any failure to enforce the same provisions of such Security or the Indenture, or any waiver, modification, consent modification or indulgence granted to the Company with respect thereto thereto, by the Holder of this such Security or the Trustee, Trustee or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity thereof. Each The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or the Holder of paymentsuch Security exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of merger insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this in respect of such Security except by complete performance of the obligations contained in such Security and in this Guarantee. This Guarantee shall constitute a guaranty of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, on such Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The obligations of the Guarantor hereunder with respect to such Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of the Indenture to have been, paid in full or otherwise discharged. The obligations evidenced by this Guarantee are, to the extent provided in the Indenture, subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness (as defined in the principal Indenture) of (including any amount payable in respect of original issue discount)the Guarantor, and any premium and interest (together with any Additional Amounts payable pursuant this Guarantee is issued subject to the terms provisions of this Security), thereonthe Indenture with respect thereto. Each Guarantor irrevocably waives Holder of a Security upon which this Guarantee is endorsed, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in fact for any and all rights to which it may be entitledsuch purposes. Each Holder hereof, by operation his acceptance hereof, hereby waives all notice of law the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or otherwisehereafter incurred, and waives reliance by each such Holder upon making any payment hereunder (i) to said provisions. The Guarantor shall be subrogated to the all rights of a the Holder of such Security upon which this Guarantee is endorsed against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or (ii) the Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued under the Indenture shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being 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 reinstated, as the case may be, if at any time payment of the Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by the Holder of such Security, 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, in or any part thereof, is rescinded, reduced, restored or returned on such Security, such Security shall, to the nature of contribution fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or for any other reason, from any other obligor with respect to such paymentreturned. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on of the Security upon which this Security Guarantee is endorsed shall have been signed manually executed by or on behalf of the TrusteeTrustee under the Indenture. All terms used in this Guarantee which are not defined herein in the Indenture shall have the meaning meanings assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the such Indenture. This Guarantee is subject shall be deemed to certain limitations be a contract made under the laws of the State of New York, and waivers set forth in the Indenture, as it may for all purposes shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. For value receivedGuarantees to be endorsed on the Securities of Series No. shall be in substantially the form set forth below: [FORM OF GUARANTEE] PPL Corporation, a corporation organized under the undersigned laws of the Commonwealth of Pennsylvania (herein called the “GuarantorsGuarantor”, and each, a “Guarantor” which terms include term includes any successor Person or Persons under the Indenture (the “Indenture”) referred to in the Security upon which this Guarantee is endorsed), for value received, hereby jointly and severally, irrevocably, fully and unconditionally guarantee guarantees to each the Holder of the Security upon which this Security, which has been authenticated and delivered by the TrusteeGuarantee is endorsed, the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, and analogous obligationsinterest, if any, provided for pursuant to the terms of this Security, on such Security when and as the same shall become due and payable, whether at the Stated Maturity or upon redemption or upon Maturity, by declaration of acceleration acceleration, call for redemption, or otherwise according to otherwise, in accordance with the terms of this such Security and of the Indenture. In case of default the failure of PPL Capital Funding, Inc., a corporation organized under the laws of the State of Delaware (the “Company”, which term includes any successor under the Indenture), punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameCompany. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Securityof, any modification of this Securityand shall be unaffected by, any invalidity, irregularity or unenforceability of this such Security or the Indenture, any failure to enforce the same provisions of such Security or the Indenture, or any waiver, modification, consent modification or indulgence granted to the Company with respect thereto thereto, by the Holder of this such Security or the Trustee, Trustee or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity thereof. Each The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or the Holder of paymentsuch Security exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of merger insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this in respect of such Security except by complete performance of the obligations contained in such Security and in this Guarantee. This Guarantee shall constitute a guaranty of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, on such Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The obligations of the Guarantor hereunder with respect to such Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of the Indenture to have been, paid in full or otherwise discharged. The obligations evidenced by this Guarantee are, to the extent provided in the Indenture, subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness (as defined in the principal Indenture) of (including any amount payable in respect of original issue discount)the Guarantor, and any premium and interest (together with any Additional Amounts payable pursuant this Guarantee is issued subject to the terms provisions of this Security), thereonthe Indenture with respect thereto. Each Guarantor irrevocably waives Holder of a Security upon which this Guarantee is endorsed, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in fact for any and all rights to which it may be entitledsuch purposes. Each Holder hereof, by operation his acceptance hereof, hereby waives all notice of law the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or otherwisehereafter incurred, and waives reliance by each such Holder upon making any payment hereunder (i) to said provisions. The Guarantor shall be subrogated to the all rights of a the Holder of such Security upon which this Guarantee is endorsed against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or (ii) the Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued under the Indenture shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being 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 reinstated, as the case may be, if at any time payment of the Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by the Holder of such Security, 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, in or any part thereof, is rescinded, reduced, restored or returned on such Security, such Security shall, to the nature of contribution fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or for any other reason, from any other obligor with respect to such paymentreturned. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on of the Security upon which this Security Guarantee is endorsed shall have been signed manually executed by or on behalf of the TrusteeTrustee under the Indenture. All terms used in this Guarantee which are not defined herein in the Indenture shall have the meaning meanings assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the such Indenture. This Guarantee is subject shall be deemed to certain limitations be a contract made under the laws of the State of New York, and waivers set forth in the Indenture, as it may for all purposes shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. The Guarantor by its execution of this Indenture hereby agrees with each Holder of a Security authenticated and delivered by the Trustee, and with the Trustee on behalf of each such Holder, to be irrevocably and unconditionally bound by the terms and provisions of the Guarantee set forth below and authorizes the Chairman of the Board, the President or any Vice President or the Treasurer of the Guarantor to execute, manually or by facsimile signature in the name and on behalf of the Guarantor, and to confirm such Guarantee to the Holder of each such Security by his or her execution and delivery of each such Security, with such Guarantee endorsed thereon, authenticated and delivered by the Trustee. When delivered pursuant to the provisions of Section 303 hereof, the Guarantee so set forth on the Security shall bind the Guarantor notwithstanding the fact that such Guarantee does not bear the signature of the Guarantor. Guarantees to be endorsed on the Securities shall, subject to Section 201, be in substantially the form set forth below: For value received, Apache Corporation, a corporation organized under the undersigned laws of the State of Delaware (herein called the “Guarantors”, and each, a “"Guarantor” ," which terms include term includes any successor Person or Persons under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby jointly and severally, irrevocably, fully irrevocably and unconditionally guarantee guarantees to each the Holder of the Security upon which this Security, which has been authenticated Guarantee is endorsed and delivered by to the Trustee, Trustee on behalf of the Trustee and such Holder the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, and any premium premium, and interest (together with on, and any Additional Amounts with respect to, such Security, and any other amount due and payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentsIndenture or payments referred to therein, if any, and analogous obligations, if any, provided for pursuant to the terms of this Security, when and as the same shall become due and payable, whether at the Stated Maturity or upon redemption or upon Maturity, by declaration of acceleration acceleration, call for redemption, repurchase, or otherwise otherwise, according to the terms of this such Security and of the IndentureIndenture referred to therein. In case of default by the Company in failure of Apache Finance Canada Corporation, an unlimited liability company organized under the laws of Nova Scotia, Canada (the "Company," which term includes any successor corporation under such Indenture), punctually to make any such payment of principal, or any such principal (including any amount in respect of original issue discount), premium or interest (together with on or any Additional Amounts payable pursuant with respect to such Security, the terms Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of this Security)acceleration, sinking fund paymentcall for redemption or otherwise, or analogous obligation, each Guarantor agrees duly and punctually to pay as if such payment were made by the sameCompany. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as if it were principal debtor and not merely as surety, and shall be absolute and unconditional unconditional, irrespective of any extension of the time for payment of this Securityof, any modification of this Securityand shall be unaffected by, any invalidity, irregularity or unenforceability of this such Security or the such Indenture, any failure to enforce the same provisions of such Security or such Indenture, or any waiver, modification, consent modification or indulgence granted to the Company with respect thereto thereto, by the Holder holder of this such Security or the Trustee, Trustee or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each The Guarantor hereby waives the benefits of division and discussion, diligence, presentment, demand of payment, filing of claims with a court in the event of merger merger, insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full strict and complete performance of the obligations contained in such Security and this Guarantee. The Guarantor hereby agrees that, in the event of a default in payment of principal of, or any premium or interest on, or any Additional Amounts with respect to, such Security, or default in any sinking fund or analogous payment referred to therein, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of (including any amount payable such Security, on the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Company in respect of original issue discount)any amounts paid to such Holder by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or the Indenture; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, and any premium and interest (together with on, and any Additional Amounts payable pursuant to the terms of this Security), thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company required with respect to to, all Securities issued under such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security Indenture shall have been signed by the Trusteepaid in full. All terms used in No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantee of the Guarantor, which are not defined herein shall have is absolute and unconditional, of the meaning assigned to them in due and punctual payment of principal of, any premium and interest on, and any Additional Amounts required with respect to, the Security upon which this Guarantee is endorsed. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of the Security upon which this Guarantee is subject endorsed shall have been manually executed by or on behalf of the Trustee under such Indenture. All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to the release upon the terms set forth them in the such Indenture. This Guarantee is subject shall be deemed to certain limitations be a contract made under the laws of the State of New York, and waivers set forth in the Indenture, as it may for all purposes shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York. This Guarantee is an unsecured obligation of the Guarantor, and ranks pari passu with all other unsubordinated indebtedness of the Guarantor.

Form of Guarantee. The Guarantee to be endorsed on any Security issued by the Company, subject to Section 2.1, shall be in substantially the form set forth below: GUARANTEE OF ABITIBI-CONSOLIDATED INC. For value received, Abitibi-Consolidated Inc., a corporation duly organized and existing under the undersigned laws of Canada (herein called the “Guarantors”"Guarantor", and each, a “Guarantor” which terms include term includes any successor Person or Persons under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby jointly unconditionally and severally, irrevocably, fully and unconditionally guarantee irrevocably guarantees to each the Holder of the Security upon which this Security, which has been authenticated Guarantee is endorsed and delivered by to the Trustee, Trustee on behalf of each such Holder the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, premium, if any, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this such Security and the due and punctual payment of the sinking fund paymentsor analogous payments referred to therein, if any, and analogous obligations, if any, provided for pursuant to the terms of this Security, when and as the same shall become due and payable, whether at on the Stated Maturity or upon Date, by declaration of acceleration, call for redemption or upon declaration of acceleration or otherwise otherwise, according to the terms thereof and of this Security the Indenture referred to therein. In case of the failure of Abitibi-Consolidated Company of Canada, a corporation duly organized and existing under the laws of the Province of Quebec, Canada (herein called "Company", which term includes any successor Person under such Indenture), punctually to make any such payment of principal, premium, if any, or interest or any such sinking fund or analogous payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the Stated Maturity Date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor will pay to the Holders such Additional Amounts as may become payable in respect of the Guarantees under Section 10.9 of the Indenture. In case of default by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the same. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as if it were principal debtor and not merely as suretyguarantor, and shall be absolute and unconditional unconditional, irrespective of any extension of the time for payment of this Securityof, any modification of this Securityand shall be unaffected by, any invalidity, irregularity or unenforceability of this such Security or the such Indenture, any failure to enforce the same provisions of such Security or such Indenture, or any waiver, modification, consent modification or indulgence granted to the Company with respect thereto thereto, by the Holder of this such Security or the Trustee, Trustee or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge of a surety guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or guarantorindulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity Date thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article V of such Indenture. Each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this such Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal of (including any amount payable in respect of original issue discount)of, premium, if any, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this on such Security), thereon. Each The Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to shall be subrogated to the all rights of a the Holder of such Security and the Trustee against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or (ii) to receive any paymentpayments arising out of or based upon such right of subrogation until the principal of, premium, if any, and interest on all Securities of the same series issued under such Indenture shall have been paid in the nature of contribution or for any other reason, from any other obligor with respect to such paymentfull. This Guarantee shall not be valid an unsecured, unsubordinated obligation of the Guarantor, ranking PARI PASSU with all other existing and future unsecured, unsubordinated indebtedness of the Guarantor, if any. No reference herein to such Indenture and no provision of this Guarantee or become obligatory for of such Indenture shall alter or impair the guarantees of the Guarantor, which are absolute and unconditional, of the due and punctual payment of the principal of, premium, if any, and interest on, and any purpose sinking fund or analogous payments with respect to this Security until the certificate of authentication on this Security shall have been signed by the Trustee. All terms used in this Guarantee which are not defined herein shall have the meaning assigned to them in to, the Security upon which this Guarantee is endorsed. This Guarantee is subject shall not be valid or obligatory for any purpose until the certificate of authentication of such Security shall have been manually executed by or on behalf of the Trustee under such Indenture. All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to the release upon the terms set forth them in the such Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.. Executed and dated the date on the face hereof. ABITIBI-CONSOLIDATED INC. By: --------------------------------- Name Title

Form of Guarantee. For value receivedGuarantees to be endorsed on the Securities of Series No. 1 shall be in substantially the form set forth below: [FORM OF GUARANTEE] PPL Corporation, a corporation organized under the undersigned laws of the Commonwealth of Pennsylvania (herein called the “GuarantorsGuarantor”, and each, a “Guarantor” which terms include term includes any successor Person or Persons under the Indenture (the “Indenture”) referred to in the Security upon which this Guarantee is endorsed), for value received, hereby jointly and severally, irrevocably, fully and unconditionally guarantee guarantees to each the Holder of the Security upon which this Security, which has been authenticated and delivered by the TrusteeGuarantee is endorsed, the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, and analogous obligationsinterest, if any, provided for pursuant to the terms of this Security, on such Security when and as the same shall become due and payable, whether at the Stated Maturity or upon redemption or upon Maturity, by declaration of acceleration acceleration, call for redemption, or otherwise according to otherwise, in accordance with the terms of this such Security and of the Indenture. In case of default the failure of PPL Capital Funding, Inc., a corporation organized under the laws of the State of Delaware (the “Company”, which term includes any successor under the Indenture), punctually to make any such payment (and subject to the Company’s right to defer the Stated Maturity of interest payments as provided in the Security upon which this Guarantee is endorsed), the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameCompany. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Securityof, any modification of this Securityand shall be unaffected by, any invalidity, irregularity or unenforceability of this such Security or the Indenture, any failure to enforce the same provisions of such Security or the Indenture, or any waiver, modification, consent modification or indulgence granted to the Company with respect thereto thereto, by the Holder of this such Security or the Trustee, Trustee or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity thereof. Each The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or the Holder of paymentsuch Security exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of merger insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this in respect of such Security except by complete performance of the obligations contained in such Security and in this Guarantee. This Guarantee shall constitute a guaranty of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, on such Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The obligations of the Guarantor hereunder with respect to such Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of the Indenture to have been, paid in full or otherwise discharged. The obligations evidenced by this Guarantee are, to the extent provided in the Indenture, subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness (as defined in the principal Indenture) of (including any amount payable in respect of original issue discount)the Guarantor, and any premium and interest (together with any Additional Amounts payable pursuant this Guarantee is issued subject to the terms provisions of this Security), thereonthe Indenture with respect thereto. Each Guarantor irrevocably waives Holder of a Security upon which this Guarantee is endorsed, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in fact for any and all rights to which it may be entitledsuch purposes. Each Holder hereof, by operation his acceptance hereof, hereby waives all notice of law the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or otherwisehereafter incurred, and waives reliance by each such Holder upon making any payment hereunder (i) to said provisions. The Guarantor shall be subrogated to the all rights of a the Holder of such Security upon which this Guarantee is endorsed against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or (ii) the Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued under the Indenture shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being 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 reinstated, as the case may be, if at any time payment of the Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by the Holder of such Security, 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, in or any part thereof, is rescinded, reduced, restored or returned on such Security, such Security shall, to the nature of contribution fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or for any other reason, from any other obligor with respect to such paymentreturned. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on of the Security upon which this Security Guarantee is endorsed shall have been signed manually executed by or on behalf of the TrusteeTrustee under the Indenture. All terms used in this Guarantee which are not defined herein in the Indenture shall have the meaning meanings assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the such Indenture. This Guarantee is subject shall be deemed to certain limitations be a contract made under the laws of the State of New York, and waivers set forth in the Indenture, as it may for all purposes shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. For value receivedFOR VALUE RECEIVED, the undersigned (herein called the “Guarantors”, and eachMUTUAL RISK MANAGEMENT LTD., a “Bermuda corporation (the "Guarantor” ," which terms include term includes any successor Person or Persons guarantor under the Indenture referred to in the Security upon which this Guarantee is endorsedendorsed (the "Indenture")), hereby jointly and severally, irrevocably, fully and unconditionally guarantee guarantees to each Holder the holder of the Security upon which this Security, which has been authenticated and delivered by the Trustee, Guarantee is endorsed the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, and any premium and interest (together with including any Additional Amounts payable pursuant Interest) on, and, if applicable, any Additional Tax Sums with respect to the terms of this Security), on this such Security and the due and punctual payment of the sinking fund payments, payments (if any, and analogous obligations, if any, ) provided for pursuant to the terms of this such Security, when and as the same shall become due and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration Maturity, by acceleration, redemption, repayment or otherwise according to and the terms full and punctual performance within applicable grace periods of this Security and all other obligations of the IndentureCompany under the Indenture and such Security. In case of default by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the same. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger merger, insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this said Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this Guarantee will not be discharged as to this Security except by complete performance of the obligations contained in this Guarantee. The indebtedness evidenced by this Guarantee is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of the principal of (including any amount payable in respect of original issue discount)all Guarantor Senior Debt, and any premium and interest (together with any Additional Amounts payable pursuant this Guarantee is issued subject to the terms provisions of this Security), thereonthe Indenture with respect thereto. Each Guarantor irrevocably waives Holder of the Security on which this Guarantee is endorsed, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all rights to which it may be entitledsuch purposes. Each Holder hereof, by operation his or her acceptance of law or otherwisethe Security on which this Guarantee is endorsed, upon making any payment hereunder (i) to be subrogated to waives all notice of the rights acceptance of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, subordination provisions contained herein and in the nature Indenture by each holder of contribution Guarantor Senior Debt, whether now outstanding or for any other reasonhereafter incurred, from any other obligor with respect to and waives reliance by each such paymentholder upon said provisions. This Guarantee shall constitutes a guarantee of payment and not of collection and ranks equally and ratably with all other unsecured and unsubordinated obligations of the Guarantor. The Guarantor hereby certifies and warrants that all acts, conditions and things required to be done and performed and to have happened precedent to the creation and issuance of this Guarantee, and to constitute the same the legal, valid or become obligatory for any purpose and binding obligation of the Guarantor enforceable in accordance with respect to this Security until the certificate of authentication on this Security shall its terms have been signed by done and performed and have happened in compliance with all applicable laws. This Guarantee is dated the Trusteedate of the Security upon which it is endorsed. All capitalized terms used in this Guarantee which are but not defined herein which are defined in the Indenture shall have the meaning meanings assigned to them in the Security upon which Indenture. The terms of this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth include those stated in the Indenture. This Guarantee is subject to certain limitations all such terms, and waivers set forth in Holders are referred to the Indenture, as it may be supplemented from time to timeIndenture for a statement of such terms. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is governed endorsed shall have been executed by and construed in accordance with the laws Trustee under the Indenture by the manual signature of the State one of New Yorkits authorized officers. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

Form of Guarantee. For value receivedGuarantees to be endorsed on the Securities of Series No. 1 shall be in substantially the form set forth below: [FORM OF GUARANTEE] PPL Corporation, a corporation organized under the undersigned laws of the Commonwealth of Pennsylvania (herein called the “GuarantorsGuarantor”, and each, a “Guarantor” which terms include term includes any successor Person or Persons under the Indenture (the “Indenture”) referred to in the Security upon which this Guarantee is endorsed), for value received, hereby jointly and severally, irrevocably, fully and unconditionally guarantee guarantees to each the Holder of the Security upon which this Security, which has been authenticated and delivered by the TrusteeGuarantee is endorsed, the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, and analogous obligationsinterest, if any, provided for pursuant to the terms of this Security, on such Security when and as the same shall become due and payable, whether at the Stated Maturity or upon redemption or upon Maturity, by declaration of acceleration acceleration, call for redemption, or otherwise according to otherwise, in accordance with the terms of this such Security and of the Indenture. In case of default the failure of PPL Capital Funding, Inc., a corporation organized under the laws of the State of Delaware (the “Company”, which term includes any successor under the Indenture), punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameCompany. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Securityof, any modification of this Securityand shall be unaffected by, any invalidity, irregularity or unenforceability of this such Security or the Indenture, any failure to enforce the same provisions of such Security or the Indenture, or any waiver, modification, consent modification or indulgence granted to the Company with respect thereto thereto, by the Holder of this such Security or the Trustee, Trustee or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity thereof. Each The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or the Holder of paymentsuch Security exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of merger insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this in respect of such Security except by complete performance of the obligations contained in such Security and in this Guarantee. This Guarantee shall constitute a guaranty of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, on such Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The obligations of the Guarantor hereunder with respect to such Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of the Indenture to have been, paid in full or otherwise discharged. The obligations evidenced by this Guarantee are, to the extent provided in the Indenture, subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness (as defined in the principal Indenture) of (including any amount payable in respect of original issue discount)the Guarantor, and any premium and interest (together with any Additional Amounts payable pursuant this Guarantee is issued subject to the terms provisions of this Security), thereonthe Indenture with respect thereto. Each Guarantor irrevocably waives Holder of a Security upon which this Guarantee is endorsed, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in fact for any and all rights to which it may be entitledsuch purposes. Each Holder hereof, by operation his acceptance hereof, hereby waives all notice of law the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or otherwisehereafter incurred, and waives reliance by each such Holder upon making any payment hereunder (i) to said provisions. The Guarantor shall be subrogated to the all rights of a the Holder of such Security upon which this Guarantee is endorsed against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or (ii) the Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued under the Indenture shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being 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 reinstated, as the case may be, if at any time payment of the Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by the Holder of such Security, 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, in or any part thereof, is rescinded, reduced, restored or returned on such Security, such Security shall, to the nature of contribution fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or for any other reason, from any other obligor with respect to such paymentreturned. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on of the Security upon which this Security Guarantee is endorsed shall have been signed manually executed by or on behalf of the TrusteeTrustee under the Indenture. All terms used in this Guarantee which are not defined herein in the Indenture shall have the meaning meanings assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the such Indenture. This Guarantee is subject shall be deemed to certain limitations be a contract made under the laws of the State of New York, and waivers set forth in the Indenture, as it may for all purposes shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. The Guarantee afforded by Article Sixteen shall be endorsed on the Securities of any applicable series substantially as follows: For value received, Sasol Limited, a corporation duly organized and existing under the undersigned laws of the Republic of South Africa (herein called the “GuarantorsGuarantor”, and each, a “Guarantor” which terms include term includes any successor Person or Persons under the Indenture (the “Indenture”) referred to in the Security upon on which this Guarantee is endorsed), hereby jointly and severallyhas unconditionally guaranteed, irrevocably, fully and unconditionally guarantee pursuant to each Holder the terms of this Security, which has been authenticated and delivered by the TrusteeGuarantee contained in Article Sixteen of the Indenture, the due and punctual payment of the principal of (including any amount due in respect of original issue discount), ) of and any premium and interest (together with any on and Additional Amounts payable pursuant with respect to the terms of this such Security), on this Security and the due and punctual payment of the any sinking fund payments, if any, and analogous obligations, if any, payments provided for pursuant to the terms of this such Security, when and as the same shall become due and payable, whether at the Stated Maturity or upon Maturity, by declaration of acceleration, call for redemption or upon declaration otherwise, and all other obligations of acceleration the Company to the Holders or otherwise according to the Trustee hereunder or thereunder, in accordance with the terms of this such Security and the Indenture. All payments pursuant to this Guarantee shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Republic of South Africa, the United States or any other jurisdiction where the Company or any Guarantor is organized or tax resident or is treated as being engaged in a trade or business, or the jurisdiction in which any successor to the Company or the Guarantor is organized or tax resident, or any political subdivision or taxing authority thereof or therein, unless such taxes, duties, assessments or governmental charges are required by the Republic of South Africa, the United States or such other jurisdiction or any such subdivision or authority to be withheld or deducted. In that event, the Guarantor will pay such Additional Amounts as will result (after deduction of such taxes, duties, assessments or governmental charges and any additional taxes, duties, assessments or governmental charges payable in respect of such) in the payment to the Holder of the Security on which this Guarantee is endorsed of the amounts which would have been payable in respect of the Guarantee thereof had no such withholding or deduction been required, subject to certain exceptions as set forth in Article Ten of the Indenture. In case The obligations of default by the Company in Guarantor to the payment Holders of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable the Securities and to the Trustee pursuant to the terms Guarantee and the Indenture are expressly set forth in Article Sixteen of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the same. Each Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, any failure and reference is hereby made to enforce such Article and Indenture for the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy precise terms of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal of (including any amount payable in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), thereonGuarantee. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. This The Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security shall have been signed by the Trustee. All terms used in this Guarantee which are not defined herein shall have the meaning assigned to them in the Security upon which this Guarantee is endorsedendorsed shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories. This Guarantee is subject to Capitalized terms used herein and not otherwise defined herein have the release upon the terms set forth meanings specified in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. For value receivedGuarantees to be endorsed on the Securities of Series No. 10 shall be in substantially the form set forth below: [FORM OF GUARANTEE] PPL Corporation, a corporation organized under the undersigned laws of the Commonwealth of Pennsylvania (herein called the “GuarantorsGuarantor”, and each, a “Guarantor” which terms include term includes any successor Person or Persons under the Indenture (the “Indenture”) referred to in the Security upon which this Guarantee is endorsed), for value received, hereby jointly and severally, irrevocably, fully and unconditionally guarantee guarantees to each the Holder of the Security upon which this Security, which has been authenticated and delivered by the TrusteeGuarantee is endorsed, the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, and analogous obligations, if any, provided for pursuant to the terms of this Security, interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity or upon redemption or upon Maturity, by declaration of acceleration acceleration, call for redemption, or otherwise according to otherwise, in accordance with the terms of this such Security and of the Indenture. In case of default the failure of PPL Capital Funding, Inc., a corporation organized under the laws of the State of Delaware (the “Company,” which term includes any successor under the Indenture), punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameCompany. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Securityof, any modification of this Securityand shall be unaffected by, any invalidity, irregularity or unenforceability of this such Security or the Indenture, any failure to enforce the same provisions of such Security or the Indenture, or any waiver, modification, consent modification or indulgence granted to the Company with respect thereto thereto, by the Holder of this such Security or the Trustee, Trustee or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity thereof. Each The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or the Holder of paymentsuch Security exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of merger insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this in respect of such Security except by payment in full complete performance of the obligations contained in such Security and in this Guarantee. This Guarantee shall constitute a guaranty of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal of, or premium, if any, or interest on such Security, whether at its Stated Maturity, by declaration of (including any amount payable in respect acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of original issue discount)such Security, and any premium and interest (together with any Additional Amounts payable pursuant subject to the terms of this Security)and conditions set forth in the Indenture, thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder directly against the Company Guarantor to enforce this Guarantee without first proceeding against the Company. The obligations of the Guarantor hereunder with respect to such payment Security shall be continuing and irrevocable until the date upon which the entire principal of, and premium, if any, and interest on such Security has been, or has been deemed pursuant to the provisions of Article Seven of the Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to be reimbursed, indemnified or exonerated by all rights of the Holder of such Security upon which this Guarantee is endorsed against the Company in respect thereof of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or (ii) the Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued under the Indenture shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being 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 reinstated, as the case may be, if at any time payment of the Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by the Holder of such Security, 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, in or any part thereof, is rescinded, reduced, restored or returned on such Security, such Security shall, to the nature of contribution fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or for any other reason, from any other obligor with respect to such paymentreturned. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on of the Security upon which this Security Guarantee is endorsed shall have been signed manually executed by or on behalf of the TrusteeTrustee under the Indenture. All terms used in this Guarantee which are not defined herein in the Indenture shall have the meaning meanings assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the such Indenture. This Guarantee is subject shall be deemed to certain limitations be a contract made under the laws of the State of New York, and waivers set forth in the Indenture, as it may for all purposes shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New YorkYork (including without limitation Section 5-1401 of the New York General Obligations Law or any successor to such statute), except to the extent the Trust Indenture Act shall be applicable.

Form of Guarantee. For value receivedGuarantees to be endorsed on the Securities of Series No. 15 shall be in substantially the form set forth below: [FORM OF GUARANTEE] PPL Corporation, a corporation organized under the undersigned laws of the Commonwealth of Pennsylvania (herein called the “GuarantorsGuarantor”, and each, a “Guarantor” which terms include term includes any successor Person or Persons under the Indenture (the “Indenture”) referred to in the Security upon which this Guarantee is endorsed), for value received, hereby jointly and severally, irrevocably, fully and unconditionally guarantee guarantees to each the Holder of the Security upon which this Security, which has been authenticated and delivered by the TrusteeGuarantee is endorsed, the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, and analogous obligations, if any, provided for pursuant to the terms of this Security, interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity or upon redemption or upon Maturity, by declaration of acceleration acceleration, call for redemption, or otherwise according to otherwise, in accordance with the terms of this such Security and of the Indenture. In case of default the failure of PPL Capital Funding, Inc., a corporation organized under the laws of the State of Delaware (the “Company,” which term includes any successor under the Indenture), punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameCompany. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Securityof, any modification of this Securityand shall be unaffected by, any invalidity, irregularity or unenforceability of this such Security or the Indenture, any failure to enforce the same provisions of such Security or the Indenture, or any waiver, modification, consent modification or indulgence granted to the Company with respect thereto thereto, by the Holder of this such Security or the Trustee, Trustee or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity thereof. Each The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or the Holder of paymentsuch Security exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of merger insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this in respect of such Security except by payment in full complete performance of the obligations contained in such Security and in this Guarantee. This Guarantee shall constitute a guaranty of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal of, or premium, if any, or interest on such Security, whether at its Stated Maturity, by declaration of (including any amount payable in respect acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of original issue discount)such Security, and any premium and interest (together with any Additional Amounts payable pursuant subject to the terms of this Security)and conditions set forth in the Indenture, thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder directly against the Company Guarantor to enforce this Guarantee without first proceeding against the Company. The obligations of the Guarantor hereunder with respect to such payment Security shall be continuing and irrevocable until the date upon which the entire principal of, and premium, if any, and interest on such Security has been, or has been deemed pursuant to the provisions of Article Seven of the Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to be reimbursed, indemnified or exonerated by all rights of the Holder of such Security upon which this Guarantee is endorsed against the Company in respect thereof of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or (ii) the Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued under the Indenture shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being 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 reinstated, as the case may be, if at any time payment of the Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by the Holder of such Security, 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, in or any part thereof, is rescinded, reduced, restored or returned on such Security, such Security shall, to the nature of contribution fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or for any other reason, from any other obligor with respect to such paymentreturned. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on of the Security upon which this Security Guarantee is endorsed shall have been signed manually executed by or on behalf of the TrusteeTrustee under the Indenture. All terms used in this Guarantee which are not defined herein in the Indenture shall have the meaning meanings assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the such Indenture. This Guarantee is subject shall be deemed to certain limitations be a contract made under the laws of the State of New York, and waivers set forth in the Indenture, as it may for all purposes shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New YorkYork (including, without limitation, Section 5-1401 of the New York General Obligations Law or any successor to such statute), except to the extent the Trust Indenture Act shall be applicable.

Form of Guarantee. For value receivedThe Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under the Indenture, dated the date hereof, among the Guarantor, the undersigned Issuer (herein called as defined below) and U.S. Bank National Association, as Trustee (the “GuarantorsIndenture”, and each, a “Guarantor” which terms include any successor Person or Persons under the Indenture referred to in the Security upon which this Guarantee is endorsed)), hereby jointly and severally, irrevocably, fully has irrevocably and unconditionally guarantee to each Holder guaranteed on a subordinated basis the Guarantee Obligations (as defined in Section 16.01 of this Securitythe Indenture), which has been authenticated and delivered by the Trustee, include (i) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the % Subordinated Notes due (the “Notes”) of Healthcare Realty Holdings, L.P., a Delaware limited partnership (including any amount in respect of original issue discountthe “Issuer”), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security)whether at maturity, on this Security and by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the sinking fund paymentsoverdue principal and premium, if any, and analogous obligations, if any, provided for pursuant (to the terms of this Securityextent permitted by law) interest on any interest on the Notes, when and as the same shall become due and payablepunctual performance of all other obligations of the Issuer, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise according to the Holders of the Notes or the Trustee all in accordance with the terms of this Security and set forth in Article 16 of the Indenture. In case of default by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the same. Each Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the time same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for payment redemption or otherwise. The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 16 of the Indenture and reference is hereby made to such Indenture for the precise terms of this SecurityGuarantee. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any modification such successor entity), as such, shall have any liability for any obligations of the Guarantor under this Security, any invalidity, irregularity or unenforceability of this Security Guarantee or the IndentureIndenture or for any claim based on, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with in respect thereto by the Holder of this Security or the Trusteeof, or any other circumstances which may otherwise constitute a legal by reason of, such obligations or equitable discharge of a surety or guarantortheir creation. Each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the CompanyIssuer, any right to require a demand or proceeding first against the CompanyIssuer, the benefit of discussion, protest or notice with respect to this Security or the indebtedness evidenced thereby Notes and all demands whatsoever, . This is a continuing Guarantee and covenants that this Guarantee will not be discharged as to this Security except by payment shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the principal Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of (including the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any amount payable transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in respect of original issue discount)such transferee or assignee, and any premium and interest (together with any Additional Amounts payable pursuant all subject to the terms and conditions hereof. This is a Guarantee of this Security), thereon. Each Guarantor irrevocably waives any payment and all rights to which it may be entitled, by operation performance and not of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such paymentcollectability. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security shall have been signed by the Trustee. All terms used in this Guarantee which are not defined herein shall have the meaning assigned to them in the Security Note upon which this Guarantee is endorsed. This Guarantee is subject to noted shall have been signed, in the release upon name and on behalf of the terms set forth in Trustee under the Indenture, manually or by facsimile or other electronic imaging means by one of the authorized officers of the Trustee under the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws The obligations of the State of New YorkGuarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 16 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.

Form of Guarantee. GUARANTEE For value received, Regency Realty Corporation, Regency Office Partnership, L.P., Hyde Park Partners, L.P., Regency Retail Centers of Ohio, Inc., RRC Operating Partnership of Georgia, L.P., RRC FL Five, Inc., RRC FL Seven, Inc., RRC Acquisitions, Inc. and RRC Acquisitions Two, Inc., as Guarantors (the undersigned (herein called "Guarantors") hereby unconditionally guarantee to the “Guarantors”, and each, a “Guarantor” which terms include any successor Person or Persons under the Indenture referred to in Holder of the Security upon which this Guarantee is these Guarantees are endorsed), hereby jointly and severally, irrevocably, fully and unconditionally guarantee to each Holder the Trustee on behalf of this Security, which has been authenticated and delivered by the Trusteesuch Holder, the due and punctual payment of the principal of (including any amount in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, ) and analogous obligations, if any, provided for pursuant to the terms of this Security, interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity Maturity, by acceleration, call for redemption, purchase or upon redemption or upon declaration of acceleration or otherwise otherwise, according to the terms of this Security thereof and of the IndentureIndenture referred to therein. In case of default the failure of the Issuer punctually to make any such payment, the Guarantors hereby agree to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameIssuer. Each Guarantor The Guarantors hereby agrees agree that its their respective obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations be unconditional, irrespective of the validity, regularity or enforceability of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, the absence of any failure action to enforce the same or any waiverrelease or amendment or waiver of any term of any other Guarantee of, modificationor any consent to departure from any requirement of any other Guarantee of all or of any of the Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a security interest by the Issuer, as debtor-in-possession, under Section 364 of the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities, any waiver or consent or indulgence granted to the Company with respect thereto by the Holder of this such Security or by the TrusteeTrustee or either of them with respect to any provisions thereof or of the Indenture, the obtaining of any judgment against the Issuer or any action to enforce the same or any other circumstances which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Guarantor The Guarantors hereby waives waive the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Issuer or any other Person, filing of claims with a court in the event of merger insolvency or bankruptcy of the CompanyIssuer, any right to require a demand or proceeding first against the CompanyIssuer, protest or notice with respect to this such Security or the indebtedness Indebtedness evidenced thereby and all demands whatsoever, and covenants covenant that this Guarantee these Guarantees will not be discharged as except by complete performance of the obligations contained in such Security and in these Guarantees. The Guarantors hereby agree that, in the event of a default in payment of principal (or premium, if any) or interest on such Security, whether at their Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in the Indenture, directly against the Guarantors to enforce these Guarantees without first proceeding against the Issuer. The Guarantors agree that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantors agree to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. No reference herein to the Indenture and no provision of these Guarantees or of the Indenture shall alter or impair the Guarantees of the Guarantors, which are absolute and unconditional, of the due and punctual payment of the principal (and premium, if any) and interest on the Security upon which these Guarantees are endorsed. The Guarantors shall be subrogated to all rights of the Holder of this Security except against the Issuer in respect of any amounts paid by payment in full the Guarantors on account of this Security pursuant to the provisions of their respective Guarantees or the Indenture; provided, however, that the Guarantors shall not be -------- ------- entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (including and premium, if any) and interest on this Security and all other Securities issued under the Indenture shall have been paid in full. These Guarantees shall remain in full force and effect and continue to be effective should any amount payable in respect petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of original issue discount)creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any premium time payment and interest (together with any Additional Amounts payable performance of the Securities is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the terms of this Security), thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law Securities whether as a "voidable preference," "fraudulent transfer," or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to all as though such payment or otherwise to be reimbursed, indemnified or exonerated by performance had not been made. In the Company in respect thereof or (ii) to receive 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. All terms used in these Guarantees which are defined in the nature of contribution or for any other reason, from any other obligor with respect Indenture referred to in the Security upon which these Guarantees are endorsed shall have the meanings assigned to them in such paymentIndenture. This Guarantee These Guarantees shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security shall have been signed by the Trustee. All terms used in this Guarantee which are not defined herein shall have the meaning assigned to them in the Security upon which these Guarantees are endorsed shall have been executed by the Trustee under the Indenture by manual signature. Reference is made to Article Twelve of the Indenture for further provisions with respect to this Guarantee is endorsedGuarantee. This Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may These Guarantees shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. For value receivedGuarantees to be endorsed on the Securities of Series No. 11 shall be in substantially the form set forth below: [FORM OF GUARANTEE] PPL Corporation, a corporation organized under the undersigned laws of the Commonwealth of Pennsylvania (herein called the “GuarantorsGuarantor”, and each, a “Guarantor” which terms include term includes any successor Person or Persons under the Indenture (the “Indenture”) referred to in the Security upon which this Guarantee is endorsed), for value received, hereby jointly and severally, irrevocably, fully and unconditionally guarantee guarantees to each the Holder of the Security upon which this Security, which has been authenticated and delivered by the TrusteeGuarantee is endorsed, the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, and analogous obligations, if any, provided for pursuant to the terms of this Security, interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity or upon redemption or upon Maturity, by declaration of acceleration acceleration, call for redemption, or otherwise according to otherwise, in accordance with the terms of this such Security and of the Indenture. In case of default the failure of PPL Capital Funding, Inc., a corporation organized under the laws of the State of Delaware (the “Company,” which term includes any successor under the Indenture), punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameCompany. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Securityof, any modification of this Securityand shall be unaffected by, any invalidity, irregularity or unenforceability of this such Security or the Indenture, any failure to enforce the same provisions of such Security or the Indenture, or any waiver, modification, consent modification or indulgence granted to the Company with respect thereto thereto, by the Holder of this such Security or the Trustee, Trustee or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity thereof. Each The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or the Holder of paymentsuch Security exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of merger insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this in respect of such Security except by payment in full complete performance of the obligations contained in such Security and in this Guarantee. This Guarantee shall constitute a guaranty of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal of, or premium, if any, or interest on such Security, whether at its Stated Maturity, by declaration of (including any amount payable in respect acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of original issue discount)such Security, and any premium and interest (together with any Additional Amounts payable pursuant subject to the terms of this Security)and conditions set forth in the Indenture, thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder directly against the Company Guarantor to enforce this Guarantee without first proceeding against the Company. The obligations of the Guarantor hereunder with respect to such payment Security shall be continuing and irrevocable until the date upon which the entire principal of, and premium, if any, and interest on such Security has been, or has been deemed pursuant to the provisions of Article Seven of the Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to be reimbursed, indemnified or exonerated by all rights of the Holder of such Security upon which this Guarantee is endorsed against the Company in respect thereof of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or (ii) the Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued under the Indenture shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being 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 reinstated, as the case may be, if at any time payment of the Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by the Holder of such Security, 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, in or any part thereof, is rescinded, reduced, restored or returned on such Security, such Security shall, to the nature of contribution fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or for any other reason, from any other obligor with respect to such paymentreturned. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on of the Security upon which this Security Guarantee is endorsed shall have been signed manually executed by or on behalf of the TrusteeTrustee under the Indenture. All terms used in this Guarantee which are not defined herein in the Indenture shall have the meaning meanings assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the such Indenture. This Guarantee is subject shall be deemed to certain limitations be a contract made under the laws of the State of New York, and waivers set forth in the Indenture, as it may for all purposes shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New YorkYork (including without limitation Section 5-1401 of the New York General Obligations Law or any successor to such statute), except to the extent the Trust Indenture Act shall be applicable.

Form of Guarantee. For value receivedA notation of the Guarantee shall be set forth on each Debt Security in substantially the following form: FOR VALUE RECEIVED, the undersigned (herein called the “Guarantors”, and eachFLORIDA PROGRESS CORPORATION, a “corporation duly organized and existing under the laws of the State of Florida (the "Guarantor” ", which terms include term includes any successor Person or Persons under the Indenture referred to in the Security upon which this Guarantee is endorsed), herein) hereby jointly and severally, irrevocably, fully irrevocably and unconditionally guarantee guarantees to each the Holder of this SecuritySecurity issued by Florida Progress Funding Corporation (the "Company"), which has been authenticated and delivered by pursuant to the Trusteeterms of the Guarantee contained in Article XIV of the Indenture, the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspayment, if any, premium, if any, and analogous obligations, if any, provided for pursuant to the terms of interest (including Additional Interest) on this SecurityJunior Subordinated Note, when and as the same shall become due and payable, whether at the Stated Maturity or upon Maturity, by declaration of acceleration, call for redemption or upon declaration of acceleration or otherwise according to otherwise, in accordance with the terms of this Security and of the Indenture. In case The obligations of default by the Company Guarantor to the Holders of the Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XIV of the payment Indenture and reference is hereby made to such Article and Indenture for the precise terms of any such principal (including any amount the Guarantee. Notwithstanding anything to the contrary in this Guarantee, all payments in respect of original issue discount), interest (together with any Additional Amounts payable pursuant the Guarantee are subordinate and subject in right of payment to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the same. Each Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by prior payment in full of the principal of all Senior Debt (including any amount payable in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, as defined in the nature Indenture) of contribution or for any other reason, from any other obligor with respect to such paymentthe Guarantor. This THIS NOTES GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS THEREOF. The Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security shall have been signed by the Trustee. All terms used in this Guarantee which are not defined herein shall have the meaning assigned to them in the Security upon which this notation of the Guarantee is endorsed. This Guarantee is subject to endorsed shall have been executed by the release upon Trustee under the terms set forth in Indenture by the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws manual signature of the State one of New Yorkits authorized officers.

Form of Guarantee. For value received, Each of the undersigned and their respective successors under the Indenture (herein called collectively, the “Guarantors”) has jointly and severally with each of the other Guarantors, irrevocably and eachunconditionally guaranteed, on a “Guarantor” which terms include any successor Person or Persons under senior secured basis to the Indenture referred to extent set forth in the Security upon which this Guarantee is endorsedIndenture, dated as of June 20, 2005, by and among the Issuer, the Guarantors and The Bank of New York, as Trustee and Collateral Agent (the “Indenture”), hereby jointly and severally, irrevocably, fully and unconditionally guarantee to each Holder of this Security, which has been authenticated and delivered by the Trustee, (i) the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, premium, if any, and any premium interest and interest (together with any Additional Amounts payable pursuant to the terms of this Security)Interest, if any, on this Security the Notes, whether at maturity, by acceleration or otherwise, and the due and punctual payment performance of all other obligations of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant Issuer to the terms of this Security, when and as Holders or the same shall become due and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise according to Trustee all in accordance with the terms of this Security and set forth in Article Ten of the Indenture. In Indenture and (ii) in case of default by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the same. Each Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for of payment or renewal of this Securityany Notes or any of such other obligations, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, any failure to enforce that the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment promptly paid in full of the principal of (including any amount payable when due or performed in respect of original issue discount), and any premium and interest (together accordance with any Additional Amounts payable pursuant to the terms of this Security)the extension or renewal, thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitledwhether at stated maturity, by operation of law acceleration or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security shall have been signed by the Trustee. All Capitalized terms used in this Guarantee which are not defined herein shall have the meaning meanings assigned to them in the Security upon which this Guarantee is endorsedIndenture unless otherwise indicated. THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE “GUARANTEE”) AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF A NOTE, BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR SUCH PURPOSES. This Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. The Guarantee of any applicable series of Securities shall be in substantially the following form: For value received, the undersigned (herein the “Guarantor”), to the extent set forth in and subject to the terms of the Indenture, dated as of September 3, 2009 (the “Indenture”), among Procter & Xxxxxx International Funding SCA, a société en commondite par actions duly organized under the laws of the Grand Duchy of Luxembourg (the “Company”), the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), irrevocably and unconditionally guarantees to each Holder and to the Trustee and its successors and assigns (1) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of or interest on or premium, if any, on the Securities and all other monetary obligations of the Company under this Indenture and the Securities and (2) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “GuarantorsGuaranteed Obligations”). The obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Eleven of the Indenture, and each, a “Guarantor” which terms include any successor Person or Persons under reference is hereby made to the Indenture referred for the precise terms and limitations of this Guarantee. Each Holder of the Securities to in the Security upon which this Guarantee is endorsed), hereby jointly and severallyby accepting such Securities, irrevocably, fully and unconditionally guarantee agrees to each Holder of this Security, which has been authenticated and delivered by the Trustee, the due and punctual payment of the principal of (including any amount in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to the terms of this Security, when and as the same shall become due and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise according to the terms of this Security and of the Indenture. In case of default by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the same. Each Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto bound by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal of (including any amount payable in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security shall have been signed by the Trusteeprovisions. All terms used in this Guarantee which are not defined herein in the Indenture shall have the meaning meanings assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. For value receivedGuarantees to be endorsed on the Securities of Series No. 9 shall be in substantially the form set forth below: [FORM OF GUARANTEE] PPL Corporation, a corporation organized under the undersigned laws of the Commonwealth of Pennsylvania (herein called the “GuarantorsGuarantor”, and each, a “Guarantor” which terms include term includes any successor Person or Persons under the Indenture (the “Indenture”) referred to in the Security upon which this Guarantee is endorsed), for value received, hereby jointly and severally, irrevocably, fully and unconditionally guarantee guarantees to each the Holder of the Security upon which this Security, which has been authenticated and delivered by the TrusteeGuarantee is endorsed, the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, and analogous obligations, if any, provided for pursuant to the terms of this Security, interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity or upon redemption or upon Maturity, by declaration of acceleration acceleration, call for redemption, or otherwise according to otherwise, in accordance with the terms of this such Security and of the Indenture. In case of default the failure of PPL Capital Funding, Inc., a corporation organized under the laws of the State of Delaware (the “Company,” which term includes any successor under the Indenture), punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameCompany. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Securityof, any modification of this Securityand shall be unaffected by, any invalidity, irregularity or unenforceability of this such Security or the Indenture, any failure to enforce the same provisions of such Security or the Indenture, or any waiver, modification, consent modification or indulgence granted to the Company with respect thereto thereto, by the Holder of this such Security or the Trustee, Trustee or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity thereof. Each The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or the Holder of paymentsuch Security exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of merger insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this in respect of such Security except by payment in full complete performance of the obligations contained in such Security and in this Guarantee. This Guarantee shall constitute a guaranty of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal of, or premium, if any, or interest on such Security, whether at its Stated Maturity, by declaration of (including any amount payable in respect acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of original issue discount)such Security, and any premium and interest (together with any Additional Amounts payable pursuant subject to the terms of this Security)and conditions set forth in the Indenture, thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder directly against the Company Guarantor to enforce this Guarantee without first proceeding against the Company. The obligations of the Guarantor hereunder with respect to such payment Security shall be continuing and irrevocable until the date upon which the entire principal of, and premium, if any, and interest on such Security has been, or has been deemed pursuant to the provisions of Article Seven of the Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to be reimbursed, indemnified or exonerated by all rights of the Holder of such Security upon which this Guarantee is endorsed against the Company in respect thereof of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or (ii) the Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued under the Indenture shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being 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 reinstated, as the case may be, if at any time payment of the Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by the Holder of such Security, 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, in or any part thereof, is rescinded, reduced, restored or returned on such Security, such Security shall, to the nature of contribution fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or for any other reason, from any other obligor with respect to such paymentreturned. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on of the Security upon which this Security Guarantee is endorsed shall have been signed manually executed by or on behalf of the TrusteeTrustee under the Indenture. All terms used in this Guarantee which are not defined herein in the Indenture shall have the meaning meanings assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the such Indenture. This Guarantee is subject shall be deemed to certain limitations be a contract made under the laws of the State of New York, and waivers set forth in the Indenture, as it may for all purposes shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New YorkYork (including without limitation Section 5-1401 of the New York General Obligations Law or any successor to such statute), except to the extent the Trust Indenture Act shall be applicable.

Form of Guarantee. For value received, Each of the undersigned (herein called the “Guarantors”, and each, a “Guarantor” which terms include any successor Person or Persons their respective successors under the Indenture referred (collectively, the "Guarantors") has jointly and severally with each of the other Guarantors, irrevocably and unconditionally guaranteed, on a senior unsecured basis to the extent set forth in the Security upon which this Guarantee is endorsedIndenture, dated as of February 8, 2006, by and among the Issuer, the Guarantors, The Bank of New York, as Trustee and Principal Paying Agent, and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent (the "Indenture"), hereby jointly and severally, irrevocably, fully and unconditionally guarantee to each Holder of this Security, which has been authenticated and delivered by the Trustee, (i) the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, premium, if any, and any premium interest and interest (together with any Additional Amounts payable pursuant to the terms of this Security)Interest, if any, on this Security the Notes, whether at maturity, by acceleration or otherwise, and the due and punctual payment performance of all other obligations of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant Issuer to the terms of this Security, when and as Holders or the same shall become due and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise according to Trustee all in accordance with the terms of this Security and set forth in Article Ten of the Indenture. In Indenture and (ii) in case of default by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the same. Each Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for of payment or renewal of this Securityany Notes or any of such other obligations, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, any failure to enforce that the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment promptly paid in full of the principal of (including any amount payable when due or performed in respect of original issue discount), and any premium and interest (together accordance with any Additional Amounts payable pursuant to the terms of this Security)the extension or renewal, thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitledwhether at stated maturity, by operation of law acceleration or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security shall have been signed by the Trustee. All Capitalized terms used in this Guarantee which are not defined herein shall have the meaning meanings assigned to them in the Security upon which this Guarantee is endorsedIndenture unless otherwise indicated. This Guarantee is subject to the release upon the terms set forth in the IndentureTHE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE "GUARANTEE") AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. This Guarantee is subject to certain limitations and waivers set forth in the IndentureEACH HOLDER OF A NOTE, as it may be supplemented from time to timeBY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR SUCH PURPOSES. This Guarantee is governed by and construed in accordance with the laws of the State of New YorkTHIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Form of Guarantee. Guarantees to be endorsed on the Securities shall, subject to Section 2.01, be in substantially the form set forth below: GUARANTEE OF LOCKHEED XXXXXX TACTICAL SYSTEMS, INC. For value received, the undersigned (herein called the “Guarantors”Lockheed Xxxxxx Tactical Systems, and eachInc., a “New York corporation (the "Guarantor” which terms include any successor Person or Persons under "), hereby fully and unconditionally guarantees to the Indenture referred to in Holder of the Security upon which this Guarantee is endorsed), hereby jointly and severally, irrevocably, fully and unconditionally guarantee to each Holder of this Security, which has been authenticated and delivered by the Trustee, endorsed the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, and analogous obligationsinterest, if any, provided for pursuant to the terms of this on said Security, when and as the same shall become due and payable, whether at Stated Maturity by declaration thereof or upon redemption or upon declaration of acceleration or otherwise otherwise, according to the terms of this Security thereof and of the IndentureIndenture referred to therein. In case of default by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the same. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured be absolute and unsubordinated obligations of such Guarantorunconditional, shall be as principal and not merely as suretyirrespective of, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indentureunaffected by, any failure to enforce the same provisions of said Security or said Indenture, any extension, renewal, settlement, compromise, waiver, modification, consent or indulgence granted to the Company Corporation with respect thereto thereto, by the Holder operation of this Security law or the Trusteeotherwise, or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided that, notwithstanding the foregoing, no such extension, renewal, settlement, compromise, waiver, consent, indulgence or circumstance shall, without the consent of the Guarantor, increase the principal amount of, premium, if any, or interest, if any, on said Security. Each The Guarantor hereby agrees that this Guarantee shall be enforceable without any demand, suit or proceeding first against the Corporation. 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 CompanyCorporation, any right to require a demand or proceeding first against the CompanyCorporation, protest or notice with respect to this said Security or the indebtedness evidenced thereby or with respect to any sinking fund payment required by the terms of said Security and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except in accordance with certain provisions set forth in the Indenture or by payment in full of the principal of, premium, if any, and interest, if any, on said Security. The Guarantor will be subrogated to all rights of (including any amount payable the Holder against the Corporation in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable amount paid by the Guarantor pursuant to the terms provisions of this Security)Guarantee; provided, thereon. Each however, that the Guarantor irrevocably waives any and all rights shall not be entitled to which it may be entitledenforce, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any paymentpayments arising out of or based upon, such right of subrogation until the principal of, premium, if any, and interest, if any, on said Security shall have been paid in full. Notwithstanding the nature foregoing, the obligations of contribution the Guarantor under this Guarantee shall be limited to an amount equal to the largest amount that would not render its obligations under this Guarantee subject to avoidance under Section 548 of the United States Bankruptcy Code or for any other reason, from comparable provisions of any other obligor with respect to such paymentapplicable state law. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this said Security shall have been signed manually by the TrusteeTrustee under the Indenture referred to in said Security. All terms Terms used in this Guarantee herein which are not defined herein in such Indenture shall have the meaning respective meanings assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth thereto in the Indenture. This Guarantee is subject shall be deemed to certain limitations be a contract made under the laws of the State of Maryland, and waivers set forth in the Indenture, as it may for all purposes shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State such State, except as may otherwise be required by mandatory provisions of New Yorklaw.

Form of Guarantee. For value receivedGUARANTY FOR VALUE RECEIVED, the undersigned (herein called hereinafter referred to as the “GuarantorsGuarantor”) guarantees unconditionally to Paymentech, and each, a LLC (“Guarantor” which terms include any successor Person or Persons under the Indenture referred to in the Security upon which this Guarantee is endorsedPaymentech”), hereby jointly payment at maturity of any and severallyall indebtedness obligations, irrevocablywhether direct or indirect, fully and unconditionally guarantee to each Holder of this Securityabsolute or contingent, which has been authenticated and delivered by the Trusteeprimary or secondary, the due and punctual payment of the principal of (including any amount in respect of original issue discount)joint or several, and any premium and interest all renewals, extensions, restructuring, continuations, consolidations and increases thereof for which xXxxxx.xxx, Inc. (together with any Additional Amounts payable pursuant to the terms of this Security“Debtor”), on this Security and the due and punctual payment is now or hereafter may become liable or indebted to Paymentech , whether arising by contract, chargebacks of the sinking fund paymentscredit card items, if anynotes, and analogous obligationsdrafts, if anyoverdrafts, provided for pursuant discount, under law or in equity or otherwise up to the terms a maximum amount of this Security, when and two hundred sixty thousand United States Dollars (hereinafter collectively referred to as the same shall become due and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise according to the terms of this Security and of the Indenture“Guaranteed Indebtedness”). In case the event of default by the Company Debtor in the payment or performance of all or any portion of the Guaranteed Indebtedness, when such Guaranteed Indebtedness becomes due, either by its terms or as the result of the exercise of any such principal (including any power to accelerate, Guarantor shall, on demand and without further notice of dishonor, pay the full amount due thereon to Paymentech at its office in respect Dallas, Texas. Guarantor hereby waives notice of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms acceptance of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly Guaranty and punctually to pay the same. Each Guarantor hereby agrees that its obligations hereunder shall rank pari passu with waives all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as suretynotices in connection herewith or in connection with the Guaranteed Indebtedness, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Guarantor hereby further waives diligence, presentment, demand protest, and suit on the part of payment, filing of claims with a court Paymentech in the event collection of merger or bankruptcy any of the CompanyGuaranteed Indebtedness or to foreclose, proceed against, or exhaust any right collateral or security for any Guaranteed Indebtedness (or to require a demand or proceeding first against represent any item that is the Companysubject of any chargeback), protest or notice with respect before requiring Guarantor to this Security or pay the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full amount of the principal liability hereby created. Suit may be brought and maintained against Guarantor at the election of (including Paymentech without joinder of the Debtor or any amount payable other guarantors. Guarantor shall pay Paymentech reasonable collection and attorneys’ fees incurred in respect of original issue discount), Paymentech’s effort to collect the Guaranteed Indebtedness from Debtor and any premium from Guarantor. Demand hereunder shall be deemed to have been made when in person or mailed postage prepaid to Guarantor’s address as hereinafter set forth. This Guaranty is a continuing guaranty and interest (together with any Additional Amounts payable pursuant it shall continue to apply without regard to the terms form or amount of this Security)Guaranteed Indebtedness that the Debtor (with or without notice to Guarantor) may create, thereon. Each Guarantor irrevocably waives any and all rights to which it may be entitledincur, by operation of law renew, extend or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any paymentalter, in the nature of contribution whole or for any other reason, from any other obligor with respect to such paymentin part. This Guarantee Guarantor’s liability hereunder shall not be valid affected by any surrender, release, exchange or become obligatory alteration of any collateral or security for any purpose Guaranteed Indebtedness or any release, settlement, payment (partial or in full) or other agreement with respect the Debtor or other person or entity relating to this Security until the certificate Guaranteed Indebtedness. The rights of authentication on this Security Paymentech hereunder shall have been signed be cumulative. The exercise by the Trustee. All terms used Paymentech of any right or remedy hereunder or under any other instrument, or at law or in this Guarantee which are equity, shall not defined herein shall have the meaning assigned to them in the Security upon which this Guarantee is endorsedpreclude concurrent or subsequent exercise of any right or remedy. This Guarantee Guaranty is performable for all purposes in Dallas, Texas, and Guarantor waives the right to xxx or be sued elsewhere. This Guaranty is intended to replace and supersede the existing Corporate Guaranty which Guarantor previously executed in favor of Paymentech in order to guarantee the indebtedness obligations of Debtor, but is not intended to and does not replace, cancel or otherwise modify or affect any other guaranty of Guarantor held by Paymentech. Notwithstanding any other provision of this Guaranty, Paymentech and Guarantor agree that Guarantor shall never be required to pay interest in excess of the maximum interest rate permitted by law. Any contract for interest shall be subject to reduction to the release upon the terms set forth in the Indenturemaximum interest rate allowed under law. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may Guaranty shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State state of New York.Texas. EXECUTED as of the 15th day of February, 2012. GUARANTOR: Prides Capital Fund I, L.P. By Prides Capital Partners, LLC, its General Partner BY: /s/ Xxxxx X. Xxxxxxxxxx, XX NAME: Xxxxx X. Xxxxxxxxxx, XX TITLE: Managing Member

Form of Guarantee. For value receivedGuarantees to be endorsed on the Securities of Series No. 1 shall be in substantially the form set forth below: [FORM OF GUARANTEE] PP&L Resources, the undersigned (herein called the “Guarantors”, and eachInc., a “corporation organized under the laws of the Commonwealth of Pennsylvania (the "Guarantor” ", which terms include term includes any successor Person or Persons under the Indenture (the "Indenture") referred to in the Security upon which this Guarantee is endorsed), for value received, hereby jointly and severally, irrevocably, fully and unconditionally guarantee guarantees to each the Holder of the Security upon which this Security, which has been authenticated and delivered by the TrusteeGuarantee is endorsed, the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, and analogous obligationsinterest, if any, provided for pursuant to the terms of this Security, on such Security when and as the same shall become due and payable, whether at the Stated Maturity or upon redemption or upon Maturity, by declaration of acceleration acceleration, call for redemption, or otherwise according to otherwise, in accordance with the terms of this such Security and of the Indenture. In case of default the failure of PP&L Capital Funding, Inc., a corporation organized under the laws of the State of Delaware (the "Company", which term includes any successor under the Indenture), punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameCompany. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Securityof, any modification of this Securityand shall be unaffected by, any invalidity, irregularity or unenforceability of this such Security or the Indenture, any failure to enforce the same provisions of such Security or the Indenture, or any waiver, modification, consent modification or indulgence granted to the Company with respect thereto thereto, by the Holder of this such Security or the Trustee, Trustee or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity thereof. Each The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or the Holder of paymentsuch Security exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of merger insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this in respect of such Security except by complete performance of the obligations contained in such Security and in this Guarantee. This Guarantee shall constitute a guaranty of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, on such Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The obligations of the Guarantor hereunder with respect to such Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of the Indenture to have been, paid in full or otherwise discharged. The obligations evidenced by this Guarantee are, to the extent provided in the Indenture, subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness (as defined in the principal Indenture) of (including any amount payable in respect of original issue discount)the Guarantor, and any premium and interest (together with any Additional Amounts payable pursuant this Guarantee is issued subject to the terms provisions of this Security), thereonthe Indenture with respect thereto. Each Guarantor irrevocably waives Holder of a Security upon which this Guarantee is endorsed, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in fact for any and all rights to which it may be entitledsuch purposes. Each Holder hereof, by operation his acceptance hereof, hereby waives all notice of law the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or otherwisehereafter incurred, and waives reliance by each such Holder upon making any payment hereunder (i) to said provisions. The Guarantor shall be subrogated to the all rights of a the Holder of such Security upon which this Guarantee is endorsed against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or (ii) the Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued under the Indenture shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being 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 reinstated, as the case may be, if at any time payment of the Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by the Holder of such Security, 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, in or any part thereof, is rescinded, reduced, restored or returned on such Security, such Security shall, to the nature of contribution fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or for any other reason, from any other obligor with respect to such paymentreturned. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on of the Security upon which this Security Guarantee is endorsed shall have been signed manually executed by or on behalf of the TrusteeTrustee under the Indenture. All terms used in this Guarantee which are not defined herein in the Indenture shall have the meaning meanings assigned to them in the Security upon which this Guarantee is endorsed. This Guarantee is subject to the release upon the terms set forth in the such Indenture. This Guarantee is subject shall be deemed to certain limitations be a contract made under the laws of the State of New York, and waivers set forth in the Indenture, as it may for all purposes shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. For value receivedGUARANTEE OF SPRINT CORPORATION FOR VALUE RECEIVED, the undersigned (herein called the “Guarantors”, and eachSprint Corporation, a “Guarantor” which terms include any successor Person or Persons corporation duly organized and existing under the Indenture referred laws of the State of Kansas (the "Guarantor"), hereby unconditionally guarantees to in the Holder of the Security upon which this Guarantee is endorsed), hereby jointly and severally, irrevocably, fully and unconditionally guarantee to each Holder of this Security, which has been authenticated and delivered by the Trustee, endorsed the due and punctual payment of the principal of (including any amount in respect of original issue discount)of, and any premium premium, if any, and interest (together with including interest on any Additional Amounts payable pursuant to the terms overdue principal and on any overdue installment of this interest) on said Security), on this Security [if applicable, insert - and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant payments required with respect to the terms of this said Security, ,] when and as the same shall become due and payable, whether at Stated Maturity maturity, by acceleration or upon redemption or upon declaration of acceleration or otherwise otherwise, according to the terms of this Security thereof and of the IndentureIndenture referred to therein. The Guarantor agrees to determine, at least one business day prior to the date upon which a payment of principal of, or premium, if any, or interest on said 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 default by the failure of the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay any such principal, premium, if any, or interest, the sameGuarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at maturity or otherwise, and as if such payment were made by the Company. Each The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute unconditional, irrevocable, and unconditional absolute, irrespective of any extension the validity, regularity, or enforceability of the time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this said Security or the Indenture, the absence of any failure action to enforce the same or same, any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this said Security or the TrusteeTrustee with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstances which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each The Guarantor hereby waives diligence, presentment, notice of non-payment, demand of payment, any right to require a proceeding first against the Company, filing of claims with a court in the event of merger merger, insolvency or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to the Security upon which this Security Guarantee is endorsed or the indebtedness evidenced thereby and all notices and demands whatsoever, to the Company or the Guarantor whatsoever and covenants that this Guarantee will not be discharged as to this Security except by payment in full complete performance of the obligations contained in said Security and this Guarantee. In the event of a default in the payment of principal of, premium, if any, or interest on said Security [if applicable, insert -- or in the event of (including any amount payable a default in respect the payment under a sinking fund], the Holder of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant said Security may institute legal proceedings directly against the Guarantor to enforce this Guarantee without first proceeding against the terms of this Security), thereonCompany. Each 24 The Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to shall be subrogated to the all rights of a the Holder of said Security against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof of any amounts paid by the Guarantor pursuant to the 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 (ii) to receive any paymentpayments arising out of, or based upon, such right of subrogation until the principal of, premium, if any, and interest on all Securities [if applicable, insert -- and the sinking fund payments required with respect thereto] shall have been paid in full or payment thereof shall have been provided for in accordance with the Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of principal, premium, if any, or interest by the Company on said Security to the Holder of the Security 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 (or any successor statute) and such payment is paid by such Holder to such trustee in bankruptcy, then and to the extent of such repayment the obligations of the Guarantor hereunder shall remain in full force and effect. This Guarantee ranks equally with all other unsecured and unsubordinated obligations of the Guarantor. This Guarantee will remain in full force and effect until the principal of, premium, if any, and interest on the Security have been fully paid. As provided in the nature Indenture, the Guarantor may under certain circumstances assume all rights and obligations of contribution or for any other reason, from any other obligor the Company under the Indenture with respect to such paymentthe Security. This Guarantee shall not be valid or become obligatory for any purpose with respect to this the Security upon which it is endorsed until the certificate of authentication on this said Security shall have been signed by the Trustee. All terms used in this Guarantee which are not defined herein shall have the meaning assigned to them in the Security upon which this Guarantee is endorsedTrustee . This Guarantee is subject to the release upon the terms set forth in the Indenture. This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may shall be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New York.

Form of Guarantee. If the Securities are to be Guaranteed by any Guarantor Subsidiary, the Guarantee shall be in substantially the following form: GUARANTEE For value received, each of the undersigned Subsidiary Guarantors named (or deemed herein called to be named) below hereby jointly and severally fully and unconditionally guarantees to the “Guarantors”, and each, a “Guarantor” which terms include any successor Person or Persons under the Indenture referred to in Holder of the Security upon which this Subsidiary Guarantee is endorsed), hereby jointly and severally, irrevocably, fully and unconditionally guarantee to each Holder the Trustee on behalf of this Security, which has been authenticated and delivered by the Trusteesuch Holder, the due and punctual payment of the principal of (including any amount in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund paymentspremium, if any, ) and analogous obligations, if any, provided for pursuant to the terms of this Security, interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity Maturity, by acceleration, call for redemption, offer to purchase or upon redemption or upon declaration of acceleration or otherwise otherwise, according to the terms of this Security thereof and of the IndentureIndenture referred to therein. In case of default the failure of the Issuers punctually to make any such payment, each of the Subsidiary Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and punctually to pay the sameIssuers. Each Guarantor of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall rank pari passu with all other unsecured be absolute and unsubordinated obligations of such Guarantorunconditional, shall be as principal and not merely as suretyirrespective of, and shall be absolute and unconditional irrespective unaffected by, the validity, regularity or enforceability of any extension of the time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this such Security or the Indenture, the absence of any failure action to enforce the same or any waiverrelease, modificationamendment, consent waiver or indulgence granted to either Issuer or any other guarantor, or any consent to departure from any requirement of any other guarantee of all or of any of the Company with respect thereto by the Holder of this Security or the TrusteeSecurities, or any other circumstances which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Guarantor of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against either Issuer or any other Person or any collateral, filing of claims with a court in the event of merger insolvency or bankruptcy of the Companyeither Issuer, any right to require a demand or proceeding first against the Companyeither Issuer, protest or notice with respect to this such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged as to this Security except by complete performance of the obligations contained in such Security and in this Subsidiary Guarantee. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The indebtedness of each Subsidiary Guarantor evidenced by this Subsidiary Guarantee is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of the principal all Senior Debt of (including any amount payable in respect of original issue discount)such Subsidiary Guarantor, and any premium and interest (together with any Additional Amounts payable pursuant this Subsidiary Guarantee is issued subject to the terms provisions of the Indenture with respect thereto. Each Holder of this Security), thereon. Each Guarantor irrevocably waives by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated such purposes. No reference herein to the rights Indenture and no provision of a Holder against this Subsidiary Guarantee or of the Company with respect to such Indenture shall alter or impair the Subsidiary Guarantee of any Subsidiary Guarantor, which is absolute and unconditional, of the due and punctual payment or otherwise to be reimbursedof the principal (and premium, indemnified or exonerated by the Company in respect thereof or (iiif any) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication and interest on this Security shall have been signed by the Trustee. All terms used in this Guarantee which are not defined herein shall have the meaning assigned to them in the Security upon which this Subsidiary Guarantee is endorsed. This Guarantee is subject Each Subsidiary Guarantor shall be subrogated to all rights of the Holder of this Security against the Issuers in respect of any amounts paid by such Subsidiary Guarantor on account of this Security pursuant to the release upon the terms set forth in provisions of its Subsidiary Guarantee or the Indenture. This Guarantee is subject ; provided, however, that such Subsidiary Guarantor shall not be entitled to certain limitations enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and waivers set forth premium, if any) and interest on this Security and all other Securities issued under the Indenture shall have been paid in the Indenture, as it may be supplemented from time to time. This Guarantee is governed by and construed in accordance with the laws of the State of New Yorkfull.