Common use of Guarantee Clause in Contracts

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly and severally, unconditionally guarantees to each Holder (i) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, The Guarantors jointly and severally, severally hereby fully and unconditionally guarantees guarantee to each Holder (i) of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on each Notesuch Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at maturitythe Stated Maturity, by acceleration declaration of acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, Security and of this Indenture (each a “Guaranteed Securities Obligation” and, collectively, “the Guaranteed Securities Obligations”). The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Registration Rights AgreementTrustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and (ii) in any other amounts, including indemnification amounts, due to the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwiseTrustee under Section 607. Each Guarantor, by execution of this Indenture, agrees The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note Security of any series or this Indenture, any failure to enforce the provisions of any such Note, Security of any series or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer with respect thereto thereto, by the Holder of such Noteany Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such Guarantorwaiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. Each Guarantor The Guarantors each hereby waives waive diligence, presentment, demand for of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any such Note Security or the Indebtedness indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that this its Guarantee will not be discharged as with respect to any such Note Security except by payment in full of the principal thereof and any premium and interest thereonthereon or as provided in Article Four, Section 802 or Article Thirteen. Each Guarantor hereby agrees The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity Maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six Five hereof for the purposes of this its Guarantee, notwithstanding but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra vxxxx, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in the event respect of any declaration amounts paid to such Holder by the Guarantors pursuant to the provisions of acceleration these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of such Obligations as provided in Article Sixor based upon, such Obligations right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (whether including, without limitation, any New Guarantors) have or not due will execute any Security, or any notation of their Guarantees on any Security, authenticated and payable) delivered by the Trustee shall forthwith become due and payable by each Guarantor for the purpose of in no way affect or limit such Guarantor’s Guarantee under this GuaranteeSection 1301.

Guarantee. Subject to the provisions of this Article TenFour, each Guarantor, by execution of this Indenture, jointly and severallythe Guarantor hereby fully, unconditionally and irrevocably guarantees to each Holder and to the Trustee on behalf of the Holders: (i) the due and punctual payment of the principal of of, premium, if any, on and interest (including Special Interest) on each NoteSecurity, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest interest, if any, on the NotesSecurities, to the extent lawful, and the due and punctual payment performance of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee Trustee, all in accordance with the terms of such Note, Security and this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes Securities or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturityStated Maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each The Guarantor hereby waives diligence, presentment, demand for of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any such Note Security or the Indebtedness debt evidenced thereby and all demands whatsoever, and covenants that this Securities Guarantee will not be discharged as to any such Note Security except by payment in full of the principal thereof and interest thereonthereon and as provided in Section 12.01 and Section 12.02 (subject to Section 12.06). Each The maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes of this Article Four. In the event of any declaration of acceleration of such obligations as provided in Article Five, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor hereby agrees for the purpose of this Article Four. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article Five, the Trustee shall promptly make a demand for payment on the Securities under the Guarantee provided for in this Article Four. If the Trustee or the Holder of any Security is required by any court or otherwise to return to the Issuer or the Guarantor, or any custodian, receiver, liquidator, trustee, sequestrator or other similar official acting in relation to the Issuer or the Guarantor, any amount paid to the Trustee or such Holder in respect of a Security, this Securities Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees, to the fullest extent that it may lawfully do so, that, as between such Guarantorit, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six Five hereof for the purposes of this Securities Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the Obligations obligations guaranteed hereby. Until such time as the Securities are fully and finally paid, including all interest, premium, principal and (ii) liquidated damages with respect thereto, the Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of its obligations under this Securities Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of the event of Holders against the Issuer or any declaration of acceleration collateral which any such Holder or the Trustee on behalf of such Obligations as provided in Article SixHolder hereafter acquires, such Obligations (whether or not due such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to the Guarantor in violation of the preceding sentence and payable) the principal of, premium, if any, and accrued interest on the Securities shall forthwith become due and payable by each not have been paid in full, such amount shall be deemed to have been paid to the Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of the Holders to be credited and applied upon the principal of, premium, if any, and accrued interest on the Securities. The Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Securities pursuant to this Indenture and that the waivers set forth in this Section 4.01 are knowingly made in contemplation of such benefits. The Guarantee set forth in this Section 4.01 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of this Guaranteeauthentication on such Security shall have been signed by or on behalf of the Trustee.

Guarantee. If any of the Guarantors guarantee any series of Debt Securities, such series of Debt Securities shall be guaranteed, jointly and severally, by each Guarantor. Subject to the provisions of this Article TenXIV and the terms of a Debt Security of any series, each Guarantor, by execution of this IndentureGuarantor hereby irrevocably and unconditionally guarantees, jointly and severally, unconditionally guarantees to each Holder holder of Debt Securities and the Trustee, on behalf of the holders of Debt Securities, (ia) the due and punctual payment of the principal of of, premium if any, and interest on each NoteDebt Security, when and as the same shall become due and payable, whether at stated maturity, by acceleration acceleration, or otherwise, the due and punctual payment of interest on the overdue principal of and interest interest, if any, on the NotesDebt Securities, to the extent lawful, and the due and punctual payment performance of all other Obligations and due and punctual performance of all obligations of the Issuer Company to the Holders holders of Debt Securities or the Trustee all in accordance with the terms of such Note, Debt Security and this Indenture and provided that this Guarantee shall not be applicable to, or guarantee the Registration Rights AgreementCompany’s obligation with respect to the conversion of Debt Securities into Preferred Stock or Class A Common Stock if applicable to the Debt Securities of such series, and (iib) in the case of any extension of time of payment or renewal of any Notes Debt Securities or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by declaration of acceleration or otherwiseotherwise (the obligations in subsections (a) and (b) hereof being the “Guaranteed Obligations”). Each Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the holders of Debt Securities, by execution or the Trustee under the Debt Securities and this Indenture but for the fact that they are unenforceable or not allowable due to the existence of this Indenturea bankruptcy, agrees reorganization or similar proceeding involving the Company. The Guarantors hereby agree that its their obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note Debt Security or this Indenture, any failure to enforce the provisions of any such Note, Debt Security or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer Company with respect thereto thereto, by the Holder of such Note, any Guaranteed Party or any other circumstances which may otherwise constitute a legal or equitable discharge or defense of the Company or a surety or such Guarantorguarantor. Each Guarantor The Guarantors hereby waives waive diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, the benefit of discussion, protest or notice with respect to any such Note Debt Security or the Indebtedness indebtedness evidenced thereby and all demands whatsoeverwhatsoever (except as specified above), and covenants covenant that this Guarantee will not be discharged as to any such Note Debt Security except by payment in full of the principal thereof and interest thereonGuaranteed Obligations, pursuant to Article X, or upon conversion of such Debt Security in accordance with Article XIII. Each Guarantor hereby further agrees that, as between such Guarantor, on the one hand, Guarantor and the Holders and the Trustee, on the other handGuaranteed Parties, (ix) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Six VII for the purposes purpose of this the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed herebyGuaranteed Obligations, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article SixVII, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article VII, the Trustee shall promptly make a demand for payment on the Debt Securities under each Guarantee provided for in this Article XIV and not discharged. Each Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Indenture, or any other document or instrument including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of the Guaranteed Parties against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Guaranteed Obligations shall not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Guaranteed Parties, and shall forthwith be paid to the Trustee. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Debt Securities and that the waiver set forth in this Section is knowingly made in contemplation of such benefits.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, The Guarantors jointly and severally, severally hereby fully and unconditionally guarantees guarantee to each Holder (i) of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on each Notesuch Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at maturitythe Stated Maturity, by acceleration declaration of acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, Security and of this Indenture (each a “Guaranteed Securities Obligation” and, collectively, “the Guaranteed Securities Obligations”). The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Registration Rights AgreementTrustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and (ii) in any other amounts, including indemnification amounts, due to the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwiseTrustee under Section 607. Each Guarantor, by execution of this Indenture, agrees The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note Security of any series or this Indenture, any failure to enforce the provisions of any such Note, Security of any series or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer with respect thereto thereto, by the Holder of such Noteany Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such Guarantorwaiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. Each Guarantor The Guarantors each hereby waives waive diligence, presentment, demand for of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any such Note Security or the Indebtedness indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that this its Guarantee will not be discharged as with respect to any such Note Security except by payment in full of the principal thereof and any premium and interest thereonthereon or as provided in Article Four, Section 802 or Article Thirteen. Each Guarantor hereby agrees The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity Maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six Five hereof for the purposes of this its Guarantee, notwithstanding but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra xxxxx, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in the event respect of any declaration amounts paid to such Holder by the Guarantors pursuant to the provisions of acceleration these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of such Obligations as provided in Article Sixor based upon, such Obligations right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (whether including, without limitation, any New Guarantors) have or not due will execute any Security, or any notation of their Guarantees on any Security, authenticated and payable) delivered by the Trustee shall forthwith become due and payable by each Guarantor for the purpose of in no way affect or limit such Guarantor’s Guarantee under this GuaranteeSection 1301.

Guarantee. Subject to the provisions of this Article Ten, each GuarantorThe Guarantors, by execution of this Indenture, jointly and severally, unconditionally guarantees guarantee to each Holder (i) the due and punctual payment of the principal of of, premium, if any, and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations obligations and due and punctual performance of all obligations of the Issuer Issuers to the Holders or the Trustee all in accordance with the terms of such Note, Note and this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that that, subject only to the applicable provisions, if any, of Section 10.06, its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, Note or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer Issuers with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the an Issuer, any right to require a proceeding first against the an Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article Six, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of any Holder under the Note Guarantees.

Guarantee. Subject to the provisions of this Article Ten, each GuarantorThe Guarantors, by execution of this Indenture, jointly and severally, unconditionally guarantees guarantee to each Holder (i) the due and punctual payment of the principal of of, premium, if any, and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, Note and this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that that, subject only to the applicable provisions, if any, of Section 10.06, its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, Note or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article Six, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of any Holder under the Note Guarantees.

Guarantee. Subject In order to induce the Lenders to extend credit hereunder, but subject to the provisions of the final paragraph of this Article TenXII, each GuarantorGuarantor fully and unconditionally and irrevocably guarantees, by execution of this Indentureas a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, unconditionally guarantees to each Holder the Obligations (i) including, without limitation, interest accruing hereunder after the due and punctual payment commencement of any case under the principal of and interest on each Note, when and as the same shall become due and payableUnited States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all not allowed as a claim in such case). The obligations of the Issuer Guarantors under this Article XII are sometimes referred to as the Holders “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or the Trustee all renewed, in accordance with the terms of such Notewhole or in part, this Indenture and the Registration Rights Agreementwithout notice to or further assent from it, and (ii) in the case of that it will remain bound upon its Guarantee hereunder notwithstanding any such extension of time of payment or renewal of any Notes Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of such the other ObligationsLoan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that the same will be promptly paid in full its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or performed credit on the books of any Lender in accordance with the terms favor of the extension any Borrower or renewal, at stated maturity, by acceleration or otherwiseany other person. Each Guarantor, by execution of this Indenture, Guarantor agrees that its obligations hereunder under this Guarantee shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.:

Guarantee. Subject to the provisions of this Article Ten, each GuarantorThe Guarantors, by execution of this Indenture, jointly and severally, unconditionally guarantees guarantee to each Holder and to the Trustee (i) the due and punctual payment of the principal of of, premium, if any, and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, Note and this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that that, subject only to the applicable provisions, if any, of Section 9.14, its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, Note or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection). Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article Six, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or any Holder under the Note Guarantees.

Guarantee. Subject to the provisions of this Article Ten, each GuarantorSubsidiary Guarantor in respect of the Notes hereby jointly and severally unconditionally guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by execution the Trustee and to the Trustee and its successors, irrespective of (i) the validity and enforceability of this Indenture, jointly and severally, unconditionally guarantees the Notes or the obligations of the Company or any other Subsidiary Guarantors to each Holder the Holders of the Notes or the Trustee hereunder or thereunder or (iii) the due and punctual payment absence of any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or default of a Subsidiary Guarantor, that: (a) the principal of of, premium, if any, interest and defaulted interest on each Note, with respect to the Notes shall be duly and punctually paid in full when and as the same shall become due and payabledue, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, (to the extent lawful, permitted by law) interest or defaulted interest with respect to the Notes and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer Company or any Subsidiary Guarantor to the Holders of the Notes or the Trustee hereunder or thereunder and all other obligations under this Indenture with respect to the Notes shall be promptly paid in full or performed, all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, thereof and (iib) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders of the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Subsidiary Guarantee, and shall entitle the Holders of the Notes or the Trustee to accelerate the obligations of the Subsidiary Guarantors of the Notes hereunder in the same manner and to the same extent as the obligations of the Company. Each Subsidiary Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability waives the benefit of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest or protest, notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this such Subsidiary Guarantee will shall not be discharged as except by complete performance of the obligations contained in this Indenture and such Subsidiary Guarantee. This Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Note except Subsidiary Guarantor, any amount paid by payment the Company or such Subsidiary Guarantor to the Trustee or such Holder of the Notes, the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full of the principal thereof force and interest thereoneffect. Each Subsidiary Guarantor hereby further agrees that, as between such Guarantorit, on the one hand, and the Holders of the Notes and the Trustee, on the other hand, (ia) subject to this Article Ten, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six of this Indenture for the purposes of this the Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, hereby and (iib) in the event of any declaration of acceleration of such Obligations obligations as provided in Article SixSix of this Indenture, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor the Subsidiary Guarantors for the purpose of such Subsidiary Guarantee. The Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No shareholder, partner, manager, member, director, officer, employee, agent or incorporator, past, present or future, of any Subsidiary Guarantor, as such, shall have any personal liability under this GuaranteeSubsidiary Guarantee by reason of his, her or its status as such partner, manager, member shareholder, director, officer, employee, agent or incorporator.

Guarantee. Subject to the provisions of this Article Ten, each GuarantorThe Guarantors, by execution of this Indenture, jointly and severally, unconditionally guarantees guarantee to each Holder and to the Trustee (i) the due and punctual payment of the principal of of, premium, if any, and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, Note and this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that that, subject only to the applicable provisions, if any, of Section 10.06, its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, Note or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection). Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article Six, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or any Holder under the Note Guarantees.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly The Guarantor hereby unconditionally and severally, unconditionally irrevocably guarantees to each Holder (i) of a Security authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of of, and premium, if any, and interest and Additional Amounts, if any, on each Note, such Security when and as the same shall become due and payable, whether at maturitythe Stated Maturity, by acceleration declaration of acceleration, call for redemption, or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture Security and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, regardless of any defense, right of set-off or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company 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. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note Security or this Indenture, any failure to enforce the provisions of such Security or this Indenture, any extension of time for payment or performance by the Company as provided by such NoteSecurity or this Indenture, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer Company with respect thereto thereto, by the Holder of such Note, Security or the 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, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. Each The Guarantor hereby waives the benefits of diligence, presentment, demand for 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, the filing of claims with a court in the event of merger insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest or notice with respect to any such Note Security or the Indebtedness indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to in respect of any such Note Security except by payment in full complete performance of the principal thereof obligations contained in such Security and interest thereonin this Indenture and in this Guarantee. Each This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor hereby agrees that, as between such Guarantorin the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the one handTrustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders and the Trustee, on the other hand, (i) are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the purposes account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this GuaranteeIndenture to have been, notwithstanding any stay, injunction paid in full or other prohibition preventing such acceleration otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Obligations guaranteed herebyGuarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and (ii) premium, if any, and interest, if any, on all Securities issued hereunder 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 any 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 any 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 of that any declaration of acceleration of such Obligations as provided in Article Sixpayment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Obligations (whether Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guaranteereturned.

Guarantee. Subject Each of the GUARANTORS binds himself to and in favour of the provisions of this Article Ten, each Guarantor, by execution of this IndentureLANDLORD as Surety for and Co-Principal Debtor in solidum, jointly and severally, unconditionally guarantees to each Holder (i) severally with the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and TENANT for the due and punctual payment of all other Obligations amounts payable and for the due and punctual performance by the TENANT of all obligations the terms and conditions incumbent upon it under and in terms of this agreement of lease or arising out of same, or arising out of a cancellation or termination thereof, including without departing from the generality of the Issuer aforegoing, a termination of the lease by a liquidator or trustee of the TENANT. This guarantee shall also cover any amendments, variations or extensions of the agreement of lease although the GUARANTORS may not have specifically agreed thereto. Each of the GUARANTORS hereby renounces the benefits of “excussion”, “division”, “cession of action” and “no value received” with the full force and effect whereof they acknowledge themselves to be fully acquainted. Any indulgence, neglect or forbearance on the part of the LANDLORD shall in no way release any of the GUARANTORS from liability under this guarantee. Each of the GUARANTORS agrees that a certificate signed by the LANDLORD or its authorised representative shall be conclusive proof, at all times, of the amount owing to the Holders or LANDLORD by the Trustee all TENANT for the purpose of any action taken by the LANDLORD in accordance with the terms of this document, whether such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration action is for provisional sentence or otherwise. Each Guarantorof the GUARANTORS chooses domicilium citandi et executandi at the LEASED PREMISES as defined in this lease at which address all notices may be given and all processes served. A GUARANTOR may change such address to another in the Republic of South Africa on the expiry of 30 days written notice to the LANDLORD. This Guarantee shall remain in full force and effect until the expiry of THIRTY (30) DAYS written notice given to the LANDLORD at a time when all indebtedness, by execution commitments and obligations of the TENANT to the LANDLORD shall fully have been discharged, provided that no such notice may be given until after the termination of this Indenturelease. If this guarantee ceases to be binding on any of the GUARANTORS for any reason whatsoever, agrees that its obligations hereunder it shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce remain binding as a continuing guarantee on the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such GuarantorGUARANTORS. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in In the event of merger the TENANT’s insolvency/liquidation or bankruptcy it being placed under Business Rescue in terms of Chapter 6 of Act 71 of 2008 or the adoption of a business rescue plan in terms of which the TENANT’s liability to the LANDLORD is compromised at less than its full value, the LANDLORD shall nevertheless be entitled to claim from the GUARANTORS under this suretyship the full amount owing to it by the TENANT, or would but for any such compromise have been owing, together with interest and costs on the attorney and own client scale and any dividends or other payments received by the LANDLORD shall not prejudice the rights of the Issuer, any right LANDLORD to require a proceeding first against recover from the Issuer, protest or notice with respect GUARANTORS to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that full extent of this Guarantee will not be discharged as to any sum, which after the receipt of such Note except dividends or payments may remain owing by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees thatTENANT, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six or would have but for the purposes insolvency/liquidation business rescue or adoption of this Guaranteea business rescue plan have been owing by the TENANT, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of which liability the Obligations guaranteed herebyGUARANTORS shall be principal debtors or deemed to be such. Furthermore, the GUARANTORS bind themselves not to file any claim against the TENANT in competition with the LANDLORD. Each GUARANTOR who signs this document acknowledges and (ii) records that notwithstanding the fact that it provides for signature hereof by other GUARANTORS there is a separate, distinct and independent contract of guarantee brought into existence by each GUARANTOR who does sign if, for any reason, any GUARANTOR named in the event SCHEDULE shall fail to sign this guarantee or if this guarantee shall for any reason cease to be or is not binding on any one or more of the GUARANTORS then the obligations of the others shall be and continue to be binding and remain of full force and effect in terms hereof. A failure by any declaration GUARANTOR named in CLAUSE 15 of acceleration the SCHEDULE to sign this agreement shall be deemed to constitute a breach of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable the lease by each Guarantor for the purpose of this GuaranteeTENANT.

Guarantee. Subject In order to induce the Lenders to extend credit to the provisions other Borrowers hereunder, the Administrative Borrower hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when and as due of this Article Ten, each Guarantor, by execution the Obligations of this Indenture, jointly and severally, unconditionally guarantees to each Holder (i) such other Borrowers. The Administrative Borrower further agrees that the due and punctual payment of such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Obligation. The Administrative Borrower waives presentment to, demand of payment from and protest to any Borrower of any of the principal Obligations, and also waives notice of acceptance of its obligations and interest notice of protest for nonpayment. The obligations of the Administrative Borrower hereunder shall not be affected by (a) the failure of any Agent or Lender to assert any claim or demand or to enforce any right or remedy against any Loan Party under the provisions of this Agreement, any other Loan Document or otherwise, (b) any extension or renewal of any of the Obligations, (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, or any other Loan Document or agreement, (d) any default, failure or delay, willful or otherwise, in the performance of any of the Obligations or (e) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of the Administrative Borrower or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of the Administrative Borrower to subrogation. The Administrative Borrower further agrees that its agreement hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by any Agent or Lender to any balance of any deposit account or credit on each Notethe books of any Agent or Lender in favor of any Borrower or any other Person. The obligations of the Administrative Borrower hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full of all the Obligations owed by the Administrative Borrower to the Agents, the Issuing Bank and the Lenders), and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of any of the Obligations, any impossibility in the performance of any of the Obligations or otherwise (other than for the indefeasible payment in full of all the Obligations owed by the Administrative Borrower to the Agents, the Issuing Bank and the Lenders). The Administrative Borrower further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Agent or Lender upon the bankruptcy or reorganization of any Borrower or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Agent or Lender may have at law or in equity against the Administrative Borrower by virtue hereof, upon the failure of any other Borrower to pay any Obligation when and as the same shall become due and payabledue, whether at maturity, by acceleration acceleration, after notice of prepayment or otherwise, the due Administrative Borrower hereby promises to and punctual payment will, upon receipt of interest on the overdue principal of and interest on the Noteswritten demand by any Agent or Lender, forthwith pay, or cause to be paid, to the extent lawfulApplicable Agent or Lender in cash an amount equal to the unpaid principal amount of such Obligations then due, together with accrued and the unpaid interest thereon. The Administrative Borrower further agrees that if payment in respect of any Obligation shall be due in a currency other than US Dollars and/or at a place of payment other than New York and punctual if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of all other Obligations and due and punctual performance such Obligation in such currency or at such place of all obligations payment shall be impossible or, in the reasonable judgment of any Agent or Lender, not consistent with the protection of its rights or interests, then, at the election of the Issuer to Administrative Agent, the Holders or the Trustee all in accordance with the terms Administrative Borrower shall make payment of such Note, this Indenture and Obligation in US Dollars (based upon the Registration Rights Agreement, and (iiapplicable Exchange Rate in effect on the date of payment) and/or in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective ofNew York, and shall be unaffected by, indemnify each Agent and Lender against any invalidity, irregularity losses or unenforceability reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. Upon payment by the Administrative Borrower of any such Note sums as provided above, all rights of the Administrative Borrower against any Borrower arising as a result thereof by way of right of subrogation or this Indenture, any failure to enforce the provisions otherwise shall in all respects be subordinated and junior in right of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted payment to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by prior indefeasible payment in full of all the principal thereof and interest thereon. Each Guarantor hereby agrees thatObligations owed by such Borrower to the Agents, as between such Guarantor, on the one hand, Issuing Bank and the Holders and Lenders. Nothing shall discharge or satisfy the Trustee, on the other hand, (i) the maturity liability of the Obligations guaranteed hereby may be accelerated as provided in Article Six for Administrative Borrower hereunder except the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect full performance and payment of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this GuaranteeObligations.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly and severally, unconditionally guarantees (each, a “Note Guarantee” and collectively, the “Note Guarantees”) to each Holder (i) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note Note, this Indenture or this Indenturethe Registration Rights Agreement, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Note Guarantee will shall not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Note Guarantee.

Guarantee. Subject to the provisions of this Article TenX, each Guarantor, by execution of this Indenturethe Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer under this Indenture or thereunder: (ia) the due performance and full and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payabledue, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, under this Indenture and the Registration Rights AgreementNotes, whether for payment of principal of or interest on the Notes, expenses, indemnification or otherwise, on the terms set forth in this Indenture; and (iib) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor, by execution of this Indenture, Guarantor agrees that its this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder under this Indenture shall be absolute and unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of any such Note the Notes or this Indenture, the absence of any failure action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any such Note, this Indenture or judgment against the Registration Rights AgreementIssuer, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto by the Holder of such Note, same or any other circumstances circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or such Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand for of payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or protest, notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this Guarantee will shall not be discharged as to any such Note except by payment complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full of the principal thereof force and interest thereoneffect. Each Guarantor hereby also agrees to pay any and all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. Each Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ix) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six VI for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Obligations obligations as provided in Article SixVI, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor the Guarantors for the purpose of this Guarantee. Any Guarantor that makes a payment under its Guarantee shall be entitled, upon payment in full of all guaranteed obligations under this Indenture, to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a voidable preference, fraudulent transfer or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject The Guarantee set forth in this Article Sixteen shall only be in effect with respect to Securities of a series to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly and severally, extent such Guarantee is made applicable to such series in accordance with Section 301. The Guarantor hereby unconditionally guarantees to each Holder (i) of a Guaranteed Security authenticated and delivered by the Trustee the due and punctual payment of the principal of of, any premium and interest on each Noteon, and any Additional Amounts with respect to such Guaranteed Security, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Issuer punctually to pay any such principal, premium, interest or Additional Amounts, 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, by acceleration upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwiseIssuer. Each Guarantor, by execution of this Indenture, The Guarantor hereby agrees that its obligations hereunder shall be absolute as principal and not merely as surety, and shall be absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note Guaranteed Security or this Indenture, any failure to enforce the provisions of any such NoteGuaranteed Security or this Indenture, this Indenture or the Registration Rights Agreement, any waiver, modification modification, consent or indulgence granted to the Issuer with respect thereto by the Holder of such NoteGuaranteed Security or the Trustee, the recovery of any judgment against the Issuer or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantorguarantor. Each The Guarantor hereby waives diligence, presentment, demand for of payment, filing of claims with a court in the event of merger merger, insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note Guaranteed Security or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof of, any premium and interest thereonon, and any Additional Amounts required with respect to, the Guaranteed Securities and the complete performance of all other obligations contained in the Guaranteed Securities. Each Guarantor hereby agrees thatThis Guarantee shall continue to be effective or be reinstated, as between such Guarantorthe case may be, if at any time payment on any Guaranteed Security, in whole or in part, is rescinded or must otherwise be restored to the one handIssuer or the Guarantor upon the bankruptcy, and the Holders and the Trustee, on the other hand, (i) the maturity liquidation or reorganization of the Obligations guaranteed hereby may Issuer or otherwise. The Guarantor shall be accelerated as provided subrogated to all rights of the Holder of any Guaranteed Security against the Issuer in Article Six for respect of any amounts paid to such Holder by the purposes Guarantor pursuant to the provisions of this Guarantee; provided, notwithstanding however, that the Guarantor shall not be entitled to enforce, or to receive any staypayments arising out of or based upon, injunction or other prohibition preventing such acceleration in respect right of subrogation until the Obligations guaranteed herebyprincipal of, any premium and interest on, and (ii) any Additional Amounts required with respect to, all Guaranteed Securities shall have been paid in full. * * * * * This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guaranteesame instrument.

Guarantee. Subject (a) To induce the Lenders to make the provisions Loans and each other Secured Party to make credit available to or for the benefit of this Article Tenone or more Credit Parties, each Guarantor, by execution of this IndentureEntity Guarantor hereby, jointly and severally, absolutely, unconditionally guarantees to each Holder (i) and irrevocably, guarantees, as primary obligor and not merely as surety, the due full and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payabledue, whether at maturitystated maturity or earlier, by acceleration reason of acceleration, mandatory prepayment or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all otherwise in accordance with any Credit Document, of all the Obligations of Borrower and of the other Guarantors whether existing on the Original Closing Date or hereinafter incurred or created (the “Guarantor Obligations”, which in no event shall include any Excluded Hedging Obligations). The Guarantor Obligations shall include, without limitation, interest accruing at the then applicable rate provided herein after the maturity thereof and interest accruing at the then applicable rate provided herein after the commencement of any Insolvency Event relating to Borrower or any other Credit Party, whether or not a claim for post-filing or post-petition interest is allowed or allowable in such proceeding, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with this Agreement or any other Credit Document, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including all fees and disbursements of counsel and other advisors retained by, or for the benefit of, the Agents or to the other Secured Parties that are required to be paid by Borrower pursuant to the terms of any of the foregoing agreements) and all obligations and liabilities of such Note, Entity Guarantor that arise or may arise under or in connection with this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes Agreement or any other Credit Document to which such Entity Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including all fees and disbursements of counsel and other advisors retained by, or for the benefit of, the Agents or the other Secured Parties that are required to be paid by such other Obligations, that the same will be promptly paid in full when due or performed in accordance with Entity Guarantor pursuant to the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (iCredit Document) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due claims for any such amounts are allowed or allowable in any Insolvency Event. Each Entity Guarantor’s guarantee hereunder constitutes a guarantee of payment and payable) shall forthwith become due and payable by each not of collection. Each Entity Guarantor for acknowledges that it will derive a material benefit, directly or indirectly, from the purpose making of this Guaranteethe Loans to Borrower hereunder.

Guarantee. Subject to the provisions of this Article TenSixteen, each Guarantor, by execution of this Indenturethe Guarantors hereby, jointly and severally, fully and unconditionally guarantees Guarantees to each Holder of Securities hereunder and to the Trustee on behalf of the Holders: (i) the due and punctual payment of the principal of of, premium, if any, on and interest on each NoteSecurity, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest interest, if any, on the NotesSecurities, to the extent lawful, and the due and punctual payment performance of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee Trustee, all in accordance with the terms of such Note, Security and this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes Securities or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturityStated Maturity, by acceleration or otherwise. Each Guarantor, by execution subject, however, in the case of this Indentureclauses (i) and (ii) above, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by limitations set forth in the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantornext succeeding paragraph. Each Guarantor and by its acceptance hereof each Holder hereby waives diligence, presentment, demand confirms that it is the intention of all such parties that the Guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for payment, filing of claims with a court in the event of merger or bankruptcy purposes of the IssuerUnited States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any right to require a proceeding first against similar federal or state law. To effectuate the Issuerforegoing intention, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and such Guarantor hereby irrevocably agree that the Trusteeobligations of such Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on the behalf of any other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration Guarantor in respect of the Obligations guaranteed herebyobligations of such other Guarantor under its Guarantee or pursuant to the following paragraph, and (ii) result in the event of any declaration of acceleration obligations of such Obligations as provided in Article Six, Guarantor under its Guarantee not constituting such Obligations (whether fraudulent transfer or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guaranteeconveyance.

Guarantee. Subject to the provisions next paragraph, until the Separation Date, the Guarantor shall fully and unconditionally guarantee, on a senior unsecured basis, to each Holder of this Article Tena Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, each Guarantor, by execution irrespective of the validity and enforceability of this Indenture, jointly and severallythe Notes or the Obligations of the Issuers under this Indenture or the Notes, unconditionally guarantees to each Holder that: (i) the due principal of, premium, if any, and punctual payment of interest, if any, on the principal of and interest on each Note, Notes will be paid in full when and as the same shall become due and payabledue, whether at maturitythe maturity or interest payment or redemption date, by acceleration acceleration, call for redemption, offer to purchase or otherwise, the due and punctual payment of interest on the overdue principal of of, premium, and interest interest, if any, on the Notes, to the extent lawful, Notes and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer Issuers to the Holders or the Trustee under this Indenture or the Notes will be promptly paid in full or performed, all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, and Notes; (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same they will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise; and (iii) any and all costs and expenses (including reasonable and documented attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under the Guarantee with respect to the Notes will be paid. Each GuarantorFailing payment when due of any amount so guaranteed for whatever reason, by execution the Guarantor will be obligated (subject to any grace periods allowed pursuant to Section 6.1 hereof) to pay the same whether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Section 6.2 hereof. An Event of Default under this IndentureIndenture or the Notes shall constitute an event of default under the Guarantee of the Notes, and shall entitle the Holders of Notes to accelerate the Obligations of the Guarantor hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantor agrees that its obligations Obligations hereunder shall be absolute and unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of any such Note the Notes or this Indenture, the absence of any failure action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any such Note, this Indenture or judgment against the Registration Rights AgreementIssuers, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto by the Holder of such Note, same or any other circumstances which may circumstance (other than payment) that might otherwise constitute a legal or equitable discharge or defense of a surety or such the Guarantor. Each The Guarantor hereby waives diligence, presentment, demand for of payment, filing of claims with a court in the event of merger insolvency or bankruptcy of either or both of the IssuerIssuers, any right to require a proceeding first against the Issuerprotest, protest or notice and all demands whatsoever and covenants that its Guarantee with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee Notes will not be discharged as except by complete performance of its Obligations under the Notes and this Indenture. Notwithstanding the provisions of Section 10.2, if any Holder or the Trustee is required by any court or otherwise to return to any Issuer, the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either any Issuer or the Guarantor any amount paid by any such Note except by entity to the Trustee or such Holder, this Guarantee of the Notes, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holder in respect of any Obligations guaranteed hereby until payment in full of the principal thereof and interest thereonall Obligations guaranteed hereby. Each The Guarantor hereby agrees that, as between such Guarantorit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ix) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Guaranteehereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Obligations as provided in Article Six6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each the Guarantor for the purpose of such Guarantee of the Notes. If the Separation Date does not occur on or before December 31, 2002 or if the Board of Directors determines not to proceed with the Separation, the Guarantee of the Notes by the Guarantor shall stay in effect until the Notes have been paid in full. Each Holder of a Note by its acceptance thereof agrees to and shall be bound by the provisions of this GuaranteeSection 10.1.

Guarantee. Subject to the provisions of this Article Ten10, each Guarantor, by execution of this Indenturethe Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder: (ia) the due performance and full and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payabledue, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, under this Indenture and the Registration Rights AgreementNotes, whether for payment of principal of or interest on the Notes, expenses, indemnification or otherwise, on the terms set forth in this Indenture; and (iib) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor, by execution of this Indenture, Subsidiary Guarantor agrees that its this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be absolute and unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of any such Note the Notes or this Indenture, the absence of any failure action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any such Note, this Indenture or judgment against the Registration Rights AgreementIssuer, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto by the Holder of such Note, same or any other circumstances circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or such Guarantorguarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand for of payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or protest, notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this Guarantee will shall not be discharged as to any such Note except by payment complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full of the principal thereof force and interest thereoneffect. Each Subsidiary Guarantor hereby also agrees to pay any and all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. Each Subsidiary Guarantor further agrees that, as between such Guarantorthe Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ix) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Obligations obligations as provided in Article Six6 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor the Subsidiary Guarantors for the purpose of this Guarantee. Any Subsidiary Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s pro rata portion of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment determined in accordance with GAAP. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a voidable preference, fraudulent transfer or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Subsidiary Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject The Guarantee set forth in this Article Sixteen shall only be in effect with respect to Securities of a series to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly and severally, extent such Guarantee is made applicable to such series in accordance with Section 301. The Guarantor hereby unconditionally guarantees to each Holder (i) of a Guaranteed Security authenticated and delivered by the Trustee the due and punctual payment of the principal of of, any premium and interest on each Noteon, and any Additional Amounts with respect to such Guaranteed Security, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Issuer punctually to pay any such principal, premium, interest or Additional Amounts, 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, by acceleration upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwiseIssuer. Each Guarantor, by execution of this Indenture, The Guarantor hereby agrees that its obligations hereunder shall be absolute as principal and not merely as surety, and shall be absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note Guaranteed Security or this Indenture, any failure to enforce the provisions of any such NoteGuaranteed Security or this Indenture, this Indenture or the Registration Rights Agreement, any waiver, modification modification, consent or indulgence granted to the Issuer with respect thereto by the Holder of such NoteGuaranteed Security or the Trustee, the recovery of any judgment against the Issuer or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantorguarantor. Each The Guarantor hereby waives diligence, presentment, demand for of payment, filing of claims with a court in the event of merger merger, insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note Guaranteed Security or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof of, any premium and interest thereonon, and any Additional Amounts required with respect to, the Guaranteed Securities and the complete performance of all other obligations contained in the Guaranteed Securities. Each Guarantor hereby agrees thatThis Guarantee shall continue to be effective or be reinstated, as between such Guarantorthe case may be, if at any time payment on any Guaranteed Security, in whole or in part, is rescinded or must otherwise be restored to the one handIssuer or the Guarantor upon the bankruptcy, and the Holders and the Trustee, on the other hand, (i) the maturity liquidation or reorganization of the Obligations guaranteed hereby may Issuer or otherwise. The Guarantor shall be accelerated as provided subrogated to all rights of the Holder of any Guaranteed Security against the Issuer in Article Six for respect of any amounts paid to such Holder by the purposes Guarantor pursuant to the provisions of this Guarantee; provided, notwithstanding however, that the Guarantor shall not be entitled to enforce, or to receive any staypayments arising out of or based upon, injunction or other prohibition preventing such acceleration in respect right of subrogation until the Obligations guaranteed herebyprincipal of, any premium and interest on, and (ii) any Additional Amounts required with respect to, all Guaranteed Securities shall have been paid in full. * * * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guaranteesame instrument.

Guarantee. Subject to the provisions of this Article TenThe Guarantor hereby irrevocably and unconditionally, each Guarantor, by execution of this Indenture, and jointly and severallyseverally with the other Guarantors, unconditionally guarantees to each Holder (i) holder, the due and punctual payment in full of (a) the principal of of, Make-Whole Amount, if any, and interest on each Note(including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable, payable (whether at maturity, stated maturity or by required or optional prepayment or by acceleration or otherwise, the due ) and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all (b) any other Obligations and due and punctual performance of all obligations of sums which may become owing by the Issuer to the Holders or the Trustee all in accordance with holders under the terms and provisions of such Notethe Notes, this Indenture and the Registration Rights Note Agreement, any other Note Document or any other instrument referred to therein (all such obligations described in clauses (a) and (iib) above are herein called the “Guaranteed Obligations”). The guarantee in the case of any extension of time preceding sentence is an absolute, present and continuing guarantee of payment and not of collectibility and is in no way conditional or renewal contingent upon any attempt to collect from the Issuer or any other Obligor or guarantor of any the Notes or upon any other action, occurrence or circumstance whatsoever. In the event that the Issuer shall fail so to pay any of such other Guaranteed Obligations, that the Guarantor agrees to pay the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Noteholders entitled thereto, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligencewithout demand, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued in connection with respect the Note Agreement may (but need not) make reference to this Guarantee Agreement. The Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by the Guarantor or by the Issuer of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guarantee Agreement, the Notes, the Note Agreement, any other Note Document or any other instrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such Note breach or default, (y) any legal action commenced to challenge the Indebtedness evidenced thereby and all demands whatsoever, and covenants that validity or enforceability of this Guarantee will Agreement, the Notes, the Note Agreement, any other Note Document or any other instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guarantee Agreement, provided, that the Guarantor shall not be discharged as to liable for any such Note except by payment in full damage, loss, cost or expense arising out of the principal thereof gross negligence or willful misconduct of any holder. The Guarantor further irrevocably and interest thereonunconditionally indemnifies each holder immediately on demand against any cost, loss or liability suffered by such holder if any payment obligation guaranteed by it is or becomes unenforceable, invalid or illegal; the amount of the loss or liability under this indemnity will be equal to the amount such holder would otherwise have been entitled to recover. Each The Guarantor hereby acknowledges and agrees thatthat the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligations, as between such including [the Parent Guarantor] and any [other] Subsidiary Guarantor. Anything herein or in the Notes, on the one handNote Agreement, any other Note Document or any other instrument referred to therein to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the Notes and the Holders Note Agreement shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable laws relating to the insolvency of debtors. The Guarantor agrees that the obligations under and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed herebyNotes, the Note Agreement and (ii) in the event other Note Documents may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing this Guarantee Agreement or affecting the rights and remedies of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guaranteeholder hereunder.

Guarantee. Subject to the provisions of this Article TenSixteen, each Guarantor, by execution of this Indenture, jointly and severallyGuarantor hereby fully, unconditionally and irrevocably guarantees on a senior unsecured basis to each Holder (i) of any series of Securities and to the due Trustee on behalf of the Holders of the Securities, the full and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, (whether at maturity, by acceleration upon redemption, or otherwise) of the principal of, the due and punctual payment of interest on the overdue principal of any premium and interest on the Notes, and any Additional Amounts with respect to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations each of the Issuer to the Holders or the Trustee all Securities in accordance with the terms of such NoteSecurities, any Coupons appertaining thereto and this Indenture Indenture. Upon failure by the Company to pay punctually any such amount with respect to a series of Securities, Guarantor shall forthwith on demand pay the amount not so paid with respect to such series of Securities at the place and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid manner specified in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for of payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, the benefit of discussion, protest or notice with respect to any such Note Security or the Indebtedness debt evidenced thereby and all demands whatsoever, and covenants that this that, except as set forth in Section 1604(1), its Guarantee will not be discharged as to any such Note series of Securities except by payment in full of the principal thereof of, any premium and interest thereon. Each Guarantor hereby agrees thaton and any Additional Amounts with respect to such Securities in accordance with the terms of such Securities, any Coupons appertaining thereto and this Indenture or by discharge and/or defeasance pursuant to Section 401 or 402, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the applicable. The maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six Five for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in Article Sixteen. In the event of any declaration of acceleration of such Obligations obligations as provided in Article SixFive which is not thereafter rescinded or annulled or otherwise waived pursuant to this Indenture or the relevant Securities, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Article Sixteen, for so long as such declaration of acceleration with respect to the applicable Securities has not been rescinded or annulled or such default has not been waived. If the Trustee or the Holder of any Security is required by any court or otherwise to return to the Company or Guarantor, or any custodian, receiver, liquidator, trustee, sequestrator or other similar official acting in relation to the Company or Guarantor, any amount paid to the Trustee or such Holder in respect of a Security, this Guarantee, subject to Section 1604(1), to the extent theretofore discharged, shall be reinstated in full force and effect with respect to such series of Securities. Guarantor further agrees, to the fullest extent that it may lawfully do so, that, as between it, on the one hand, and the Holders of such series of Securities and the Trustee, on the other hand, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, notwithstanding any stay, injunction or other prohibition existing under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby. Guarantor hereby further agrees that its obligations under this Indenture and the Securities shall be unconditional, regardless of the validity, regularity or enforceability of this Indenture or the Securities, the absence of any action to enforce this Indenture or the Securities, any waiver or consent by any Holder of the Securities with respect to any provisions of this Indenture or the Securities, any modification or amendment of, or supplement to, this Indenture or the Securities, the recovery of any judgment against the Company or any action to enforce any such judgment, or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Guarantor hereby irrevocably defers, until the principal of, any premium and interest on and any Additional Amounts with respect to the relevant series of Securities shall have been paid in full, any claim or other rights which it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of its obligations under its Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of the Holders of such Securities against the Company or any collateral which any such Holder of such Securities or the Trustee on behalf of such Holder of such Securities hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to Guarantor in violation of the preceding sentence and the principal of, any premium and interest on and any Additional Amounts with respect to each of the relevant Securities shall not have been paid in full, such amount shall be deemed to have been paid to Guarantor for the benefit of, and held in trust for the benefit of, the Holders of such Securities, and shall forthwith be paid to the Trustee for the benefit of the Holders of such Securities to be credited and applied upon the principal of, any premium and interest on and any Additional Amounts with respect to each of such Securities. Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Securities pursuant to this Indenture and that the waivers set forth in this Section 1601 are knowingly made in contemplation of such benefits. The Guarantee set forth in this Section 1601 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly and severally, unconditionally guarantees to each Holder (i) the due and punctual payment of the principal of of, and premium, if any, and interest on each Notethe Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of of, and premium and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, Note and this Indenture and the Registration Rights AgreementIndenture, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, Note or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly Each Guarantor hereby fully and severally, unconditionally guarantees to each Holder (i) in favor of the Holders of a series of Securities the due and punctual prompt payment of the principal of and interest on each Note, all Obligations under this Indenture related to such Securities when and as the same shall become due and payable, whether at maturityStated Maturity, by acceleration declaration of acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, according to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such NoteSecurities and this Indenture; provided that each such full and unconditional guarantee by any Subsidiary Guarantor is subject to Section 5.6. In case of the failure of the Issuer (which, for all purposes of this Indenture Article 5, shall include any Co-Obligor) punctually to pay any such Obligation when due, each Guarantor hereby agrees to cause any such payment to be made promptly when and as the Registration Rights Agreementsame shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and (ii) in as if such payment were made by the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwiseIssuer. Each Guarantor, by execution of this Indenture, Guarantor agrees that its obligations hereunder shall be as if it were principal debtor and not merely as surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note Security of any series or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Noteany Security of any series or the Trustee, or any other circumstances reason set out in Section 5.4, or otherwise any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligenceguarantor (except as expressly set forth in this Indenture, presentmentwhich for the avoidance of doubt, demand for payment, filing of claims with a court in is limited to the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof of (and premium, if any) and interest thereonon the Securities of a series or pursuant to Article 14). Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity ’s guarantee shall be a continuing guarantee of the payment of all such Obligations guaranteed hereby may and shall apply to and secure any ultimate balance thereof due or remaining unpaid. This guarantee herein shall not be accelerated considered as provided in Article Six for wholly or partially satisfied by the purposes intermediate payment or satisfaction at any time of this Guarantee, notwithstanding all or any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration part of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this GuaranteeObligations.

Guarantee. (a) Subject to the provisions of this Article TenTwo, each GuarantorLoral Space hereby, by execution of this Indenture, jointly and severallyfully, unconditionally and irrevocably guarantees on a subordinated basis (as set forth in the Subordination Provisions) to each Holder Holder: (i) the due and punctual payment of the principal of of, premium, if any, and accrued interest on each Subordinated Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest interest, if any, on the Subordinated Notes, to the extent lawful, and the due and punctual payment performance of all other Obligations and due and punctual performance of all obligations of the Issuer Company to the Holders or the Trustee Holders, all in accordance with the terms of such Note, Subordinated Note and this Indenture and the Registration Rights Agreement, Guaranty and (ii) in the case of any extension of time of payment or renewal of any Subordinated Notes or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturityStated Maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor Loral Space hereby waives diligence, presentment, demand for of payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, the benefit of discussion, protest or notice with respect to any such Subordinated Note or the Indebtedness debt evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Subordinated Note except by payment in full of the principal thereof thereof, premium, if any, and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the The maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six of the Subordinated Notes for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in Article Two. In the event of any declaration of acceleration of such Obligations obligations as provided in Article Six, Six of the Subordinated Notes such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each the Guarantor jointly and severally, for the purpose of this GuaranteeArticle Two.

Guarantee. Subject to the provisions of this Article Ten, each GuarantorPerson that becomes a Guarantor in accordance with Section 4.06, by execution of a supplemental indenture to this IndentureIndenture in form and substance satisfactory to the Trustee , jointly and severally, unconditionally guarantees (each, a “Note Guarantee” and collectively, the “Note Guarantees”) to each Holder and the Trustee (i) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, Note and this Indenture and the Registration Rights AgreementIndenture, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of a supplemental indenture to this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, Note or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby Guarantor, by execution of a supplemental indenture to this Indenture, waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby (except as expressly required hereunder, including pursuant to Article Six hereof) and all demands whatsoever, and covenants that this Note Guarantee will shall not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby Guarantor, by execution of a supplemental indenture to this Indenture, agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations obligations guaranteed hereby pursuant to such supplemental indenture may be accelerated as provided in Article Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed herebyby execution of such supplemental indenture, and (ii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article Six, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this the Note Guarantee.

Guarantee. Subject to the provisions of this Article Ten11, each for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Note Guarantor, by execution hereby unconditionally guarantees (such guarantee, the “Guarantee”) to each Holder and the Trustee irrespective of the validity or enforceability of this Indenture, jointly and severallythe Notes, unconditionally guarantees to each Holder the Security Documents or the Obligations of the Issuer hereunder or thereunder: (i) the due and punctual payment of the principal of and premium, if any, of, and interest on each Noteon, when and as the same shall become due and payableNotes, whether at maturitythe Maturity Date or on an interest payment date, by acceleration acceleration, call for redemption or otherwise, ; (ii) the due and punctual payment of interest on the overdue principal of and premium, if any, of, and interest on on, the Notes, to the extent if lawful, and ; (iii) the due and punctual payment and performance of all other Obligations and due and punctual performance of all obligations of the Issuer to under the Holders or Notes, this Indenture and the Trustee Security Documents, all in accordance with the terms of such Note, this Indenture set forth herein and in the Notes and the Registration Rights Agreement, Security Documents; and (iiiv) in the case of any extension of time of payment or renewal of any Notes or any of such other ObligationsObligations hereunder or under the Notes or the Security Documents, that the same will be promptly paid in full when due and punctual payment or performed performance thereof in accordance with the terms of the extension or renewal, whether at stated maturitythe Maturity Date, by acceleration or otherwise. Each GuarantorThe Note Guarantor hereby agrees that, by execution of subject to this IndentureArticle 11, agrees that (i) its obligations hereunder shall be absolute and unconditionalunconditional irrespective of the validity, irrespective ofregularity or enforceability of the Notes, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, the Security Documents or the Obligations of the Issuer hereunder or thereunder, the absence of any failure action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any releases of Collateral, any amendment of this Indenture, the Notes or the Security Documents, any delays in obtaining or realizing upon or failures to obtain or realize upon Collateral, the recovery of any such Note, this Indenture judgment against the Issuer or any of the Registration Rights AgreementSubsidiaries, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto by the Holder of such Notesame, or any other circumstances which may circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety the Note Guarantor and (ii) the Guarantee will not be discharged except by complete payment and performance of the Obligations of the Issuer under the Notes, this Indenture and the Security Documents or such Guarantoras otherwise provided in Section 11.07 hereof. Each The Note Guarantor hereby agrees that it shall not be entitled to and irrevocably waives (to the extent lawful) (i) diligence, presentment, demand for of payment, filing of claims claim with a court in the event of merger insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or protest, notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoeverwhatsoever and (ii) any claim or other rights that it may now or hereafter acquire against the Issuer that arise from the existence or performance of its Obligations under its Guarantee, including, without limitation, any right to participate in any claim or remedy of a Holder against the Issuer or any Collateral that a Holder now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, and covenants that including, without limitation, the right to take or receive from the Issuer or any of the Subsidiaries, directly or indirectly, in cash or other property, by setoff or in any other manner, payment or security on account of such claim or other rights. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or the Note Guarantor, trustee, liquidator, or other similar official acting in relation to either the Issuer or the Note Guarantor, any amount paid by the Issuer or the Note Guarantor to the Trustee or such Holder, this Guarantee will not Guarantee, to the extent theretofore discharged, shall be discharged as to any such Note except by payment reinstated in full force and effect; provided that, following the occurrence of a Termination Event, the Guarantee shall only be reinstated to the extent of the principal thereof and interest thereonUnconditional Interest Guarantee. Each The Note Guarantor hereby agrees that, as between such the Note Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six Section 6.02 hereof for the purposes of this the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect as to the Issuer of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such those Obligations as provided in Article SixSection 6.02 hereof, such those Obligations (whether or not due and payable) shall will forthwith become due and payable by each the Note Guarantor for the purpose of the Guarantee. The obligations of the Note Guarantor under its Guarantee, this GuaranteeIndenture and the Security Documents are not obligations of, or guaranteed as to principal or interest by, the United States of America.

Guarantee. Subject to the provisions of this Article Ten10, each Guarantorthe Guarantors, by execution of this Indenture, jointly and severally, unconditionally guarantees guarantee to each Holder and to the Trustee and Agents (i) the due and punctual payment of the principal of of, premium, if any, and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee or Agents all in accordance with the terms of such Note, Note and this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise, in each case, to the limitation set forth in Section 10.06. Each Guarantor, by execution of this Indenture, agrees that that, subject only to the applicable provisions, if any, of Section 10.06, its obligations hereunder shall be absolute and unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, Note or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification waiver or indulgence granted to the Issuer consent with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection). Each Guarantor hereby waives (to the extent permitted by law) diligence, presentment, demand for payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article Six, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee, the Agents or any Holder under the Note Guarantees. Each Guarantor that makes a payment under its Note Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly and severally, unconditionally guarantees (each, a “Note Guarantee” and collectively, the “Note Guarantees”) to each Holder of a Note authenticated and delivered by the Trustee (i) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations of the Issuers to the Holders or the Trustee and due and punctual performance of all obligations of the Issuer Issuers to the Holders or the Trustee all in accordance with the terms of such Note, Note and this Indenture and the Registration Rights AgreementIndenture, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer Issuers with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or a bankruptcy of the IssuerIssuers, any right to require a proceeding first against the IssuerIssuers, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Note Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Note Guarantee.

Guarantee. Subject to the provisions of this Article Ten, each GuarantorPerson that becomes a Guarantor in accordance with Section 4.06, by execution of a supplemental indenture to this IndentureIndenture providing for such guarantee, jointly and severally, unconditionally guarantees (each, a “Note Guarantee” and collectively, the “Note Guarantees”) to each Holder and the Trustee (i) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, Note and this Indenture and the Registration Rights AgreementIndenture, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of a supplemental indenture to this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, Note or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby Guarantor, by execution of a supplemental indenture to this Indenture, waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby (except as expressly required hereunder, including pursuant to Article Six hereof) and all demands whatsoever, and covenants that this Note Guarantee will shall not be discharged as to any such Note except by payment in full of the principal thereof and interest thereonthereon or as otherwise provided in this Indenture. Each Guarantor hereby Guarantor, by execution of a supplemental indenture to this Indenture, agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations obligations guaranteed hereby pursuant to such supplemental indenture may be accelerated as provided in Article Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed herebyby execution of such supplemental indenture, and (ii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article Six, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this the Note Guarantee.

Guarantee. (a) Subject to the provisions of this Article TenXIV, each GuarantorGuarantor hereby jointly and severally unconditionally guarantees, on a senior basis, to each Holder of a Note authenticated and delivered by execution the Trustee and to the Trustee and its successors, irrespective of (i) the validity and enforceability of this Indenture, jointly and severally, unconditionally guarantees the Notes or the Obligations of the Company or any other Guarantors to each Holder the Holders or the Trustee hereunder or thereunder or (iii) the due and punctual payment absence of any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or default of a Guarantor, that: (a) the principal of of, premium, if any, and interest on each Noteand any Additional Amounts, if any, with respect to the Notes will be duly and punctually paid in full when and as the same shall become due and payabledue, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, (to the extent lawfulpermitted by law) interest on and Additional Amounts, if any, with respect to the Notes and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer Company or any Guarantor to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 6.06) and all other Obligations under this Indenture or the Notes will be promptly paid in full or performed, all in accordance with the terms of such Note, this Indenture hereof and the Registration Rights Agreement, thereof; and (iib) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Each GuarantorFailing payment when due of any amount so guaranteed, by execution or failing performance of this Indentureany other Obligation of the Company to the Holders and/or the Trustee, agrees that its obligations hereunder shall for whatever reason, each Guarantor will be absolute and unconditionalobligated to pay, irrespective or to perform or cause the performance of, and shall be unaffected by, any invalidity, irregularity or unenforceability the same immediately. An Event of any such Note or this Indenture, any failure to enforce the provisions of any such Note, Default under this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise Notes shall constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the an event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of default under this Guarantee, notwithstanding any stay, injunction and shall entitle the Holders of Notes or other prohibition preventing such acceleration in respect the Trustee to accelerate the Obligations of the Obligations guaranteed hereby, and (ii) Guarantors hereunder in the event same manner and to the same extent as the Obligations of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this GuaranteeCompany.

Guarantee. Subject to The Guarantor listed below and its successors under the provisions of this Article TenIndenture hereby irrevocably and unconditionally guarantees, each Guarantoron a senior basis, by execution of this Indenture, jointly and severally, unconditionally guarantees to each Holder (i) the due and punctual payment of the principal of Principal of, premium, if any, and interest Interest on each Note, when and as the same shall become due and payableNotes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest Interest on the overdue principal Principal of and interest an Interest, if any, on the Notes, to the extent lawful, lawful and the due and punctual payment of all other Obligations and due and punctual performance of all obligations other Obligations of the Issuer Company to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and set forth in the Registration Rights AgreementIndenture, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder Capitalized terms used herein have the meanings assigned to them in the Indenture and the Note unless otherwise indicated. This Guarantee shall be absolute binding upon the Guarantor listed below and unconditional, irrespective of, its successors and assigns and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted inure to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy benefit of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby successors and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full assigns of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, Trustee and the Holders and the Trusteeand, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration transfer or assignment of acceleration rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This Guarantee shall not be valid or obligatory for any purposes until the certificate of such Obligations as provided authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. This Guarantee is subject to release upon the terms set forth in the Indenture. The obligations of the undersigned to Holders and to the Trustee pursuant to this guarantee and the Indenture are expressly set forth in Article Six14 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 this Guarantee relates. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. AKOUSTIS, INC. By: Name: Title: AKOUSTIS TECHNOLOGIES, INC. 6.0% Convertible Senior Note due 2027 ATTACHMENT 2 FORM OF NOTICE OF CONVERSION To: Akoustis Technologies, Inc. 0000 Xxxxxxxxxx Xxxxxx Xxxxx Xxxxx X Xxxxxxxxxxxx, XX 00000 The Bank of New York Mellon Trust Company, N.A., as Conversion Agent 4655 0000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000 Attention: Corporate Trust Administration The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 in principal amount or an integral multiple thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Note, and directs that the shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share of Common Stock and cash payable for an Interest Make-Whole Payment or Qualifying Fundamental Change Payment, if applicable, and any Notes representing any unconverted Principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 9.02(d) and Section 9.02(e) of the Indenture. Any amount required to be paid to the undersigned on account of Interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number AKOUSTIS TECHNOLOGIES, INC. 6.0% Convertible Senior Note due 2027 ATTACHMENT 3 FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE To: Akoustis Technologies, Inc. 0000 Xxxxxxxxxx Xxxxxx Xxxxx Xxxxx X Xxxxxxxxxxxx, XX 00000 The Bank of New York Mellon Trust Company, N.A., as Paying Agent 0000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000 Attention: Corporate Trust Administration The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Akoustis Technologies, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with Section 10.01 of the Indenture referred to in this Note (1) the entire Principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid Interest, if any, thereon to, but excluding, such Obligations Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repurchased (whether if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or not enlargement or any change whatever. AKOUSTIS TECHNOLOGIES, INC. 6.0% Convertible Senior Note due 2027 ATTACHMENT 4 FORM OF ASSIGNMENT AND TRANSFER For value received, hereby sell(s), assign(s) and payabletransfer(s) shall forthwith become due unto (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and payable hereby irrevocably constitutes and appoints as attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by each an eligible Guarantor for Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Notes are to be delivered, other than to and in the purpose name of this Guaranteethe registered holder. NOTICE: The signature on the assignment must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

Guarantee. Subject (a) To induce the Lenders to make the provisions Loans and each other Secured Party to make credit available to or for the benefit of this Article Tenone or more Credit Parties, each Guarantor, by execution of this IndentureGuarantor hereby, jointly and severally, absolutely, unconditionally guarantees to each Holder (i) and irrevocably, guarantees, as primary obligor and not merely as surety, the due full and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payabledue, whether at maturitystated maturity or earlier, by acceleration reason of acceleration, mandatory prepayment or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all otherwise in accordance with any Credit Document, of all the Obligations of each Borrower and each other Credit Party, whether existing on the date hereof or hereinafter incurred or created (collectively, the “Guarantor Obligations”). The Guarantor Obligations shall include interest accruing at the then applicable rate provided herein after the maturity thereof and interest accruing at the then applicable rate provided herein after the commencement of any Insolvency Event relating to any Borrower or any other Credit Party, whether or not a claim for post-filing or post-petition interest is allowed or allowable in such proceeding, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with this Agreement or any other Credit Document, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including all fees and disbursements of counsel and other advisors retained by, or for the benefit of, Agents or to the other Secured Parties that are required to be paid by Borrowers pursuant to the terms of any of the foregoing agreements) and all obligations and liabilities of such Note, Guarantor that arise or may arise under or in connection with this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes Agreement or any other Credit Document to which such Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including all fees and disbursements of counsel and other advisors retained by, or for the benefit of, Agents or the other Secured Parties that are required to be paid by such other Obligations, that the same will be promptly paid in full when due or performed in accordance with Guarantor pursuant to the terms of the extension any such Credit Document) whether or renewal, at stated maturity, by acceleration not claims for any such amounts are allowed or otherwiseallowable in any Insolvency Event. Each Guarantor, by execution ’s guarantee hereunder constitutes a guarantee of this Indenture, agrees that its obligations hereunder shall be absolute payment and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability not of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guaranteecollection.

Guarantee. Subject to the provisions of this Article Ten, each GuarantorPerson that becomes a Guarantor in accordance with Section 4.10, by execution of a supplemental indenture to this IndentureIndenture in form and substance reasonably satisfactory to the Trustee, jointly and severally, unconditionally guarantees (each, a “Note Guarantee” and collectively, the “Note Guarantees”) to each Holder and the Trustee (i) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of a supplemental indenture to this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note Note, this Indenture or this Indenturethe Registration Rights Agreement, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby Guarantor, by execution of a supplemental indenture to this Indenture, waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby (except as expressly required hereunder, including pursuant to Article Six hereof) and all demands whatsoever, and covenants that this Note Guarantee will shall not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby Guarantor, by execution of a supplemental indenture to this Indenture, agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby pursuant to such supplemental indenture may be accelerated as provided in Article Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed herebyby execution of such supplemental indenture, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this the Note Guarantee.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly and severally, unconditionally guarantees to each Holder (i) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations Obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Guarantee. Subject to the provisions of this Article TenSix, each Guarantor, by execution of this Eighth Supplemental Indenture, jointly and severally, unconditionally guarantees to each Holder (ia) the due and punctual payment of the principal of of, premium, interest and interest additional amounts, if any, on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of of, premium, if any, and, to the extent permitted by law, interest and interest additional amounts, if any, on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture Note and the Registration Rights AgreementIndenture, and (iib) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Eighth Supplemental Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this the Indenture, any failure to enforce the provisions of any such Note, this Indenture Note or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof thereof, interest and interest additional amounts, if any, thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (ia) subject to this Article Six, the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six Seven for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (iib) in the event of any declaration of acceleration of such Obligations as provided in Article SixSeven, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly The Guarantor hereby fully and severally, unconditionally guarantees to each Holder (i) of a Security of each series issued by the Company, authenticated and delivered by the Trustee, the due and punctual payment of the principal (including any amount due in respect of any Original Issue Discount Security) of and any premium and interest on each Notesuch Security, and the due and punctual payment of any sinking fund payments provided for pursuant to the terms of such Security, when and as the same shall become due and payable, whether at maturitythe Stated Maturity, by acceleration declaration of acceleration, call for redemption, early repayment or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, Security and this Indenture and the Registration Rights Agreement, and (ii) Indenture. The Guarantor hereby agrees that in the case event of any extension an Event of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that Default its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note Security of any series or this Indenture, any failure to enforce the provisions of any such Note, Security of any series or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer Company with respect thereto by the Holder of such Noteany Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge 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 any Security or the interest rate thereon or increase any premium payable upon redemption thereof. Each The Guarantor hereby waives diligence, presentment, demand for of payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, the benefit of discussion, protest or notice with respect to any such Note Security or the Indebtedness indebtedness evidenced thereby or with respect to any sinking fund payment required pursuant to the terms of such Security issued under this Indenture and all demands whatsoever, and covenants that this Guarantee will not be discharged as with respect to any such Note Security except by payment in full of the principal thereof and any premium and interest thereonthereon or as provided in Article Four or Section 802. Each If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantor hereby any amount paid by the Company or the Guarantor to the Trustee or such Holder, this Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees that, as between such the Guarantor, on the one hand, and the Holders and the Trustee, on the 121 other hand, (i) the maturity Maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby. The Guarantor also agrees, to pay any and all reasonable costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Holders in enforcing any rights under this Guarantee. The Guarantor hereby waives any right of set off which the Guarantor may have against the Holder of any Security in respect of any amounts which are or may become payable by such Holder to the Company. The Guarantor shall be subrogated to all rights of the Holders of any series of Securities and the Trustee against the Company in respect of any amounts paid to such Holders and the Trustee by the Guarantor pursuant to the provisions of the Guarantee; 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, premium, if any, and (ii) in interest, if any, on all of the event of any declaration of acceleration Securities of such Obligations series shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of the Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his, her or its status as provided such stockholder, officer, director, employee or incorporator. The Guarantee set forth in Article Six, this Section 1301 shall not be valid or become obligatory for any purpose with respect to any Security until the certificate of authentication on such Obligations (whether Security shall have been signed by or not due and payable) shall forthwith become due and payable by each Guarantor for on behalf of the purpose of this GuaranteeTrustee.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly Each Guarantor hereby fully and severally, unconditionally guarantees to each Holder (i) in favor of the Holders of a series of Securities the due and punctual prompt payment of the principal of and interest on each Note, all Obligations under this Indenture related to such Securities when and as the same shall become due and payable, whether at maturityStated Maturity, by acceleration declaration of acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, according to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such NoteSecurities and this Indenture; provided that each such full and unconditional guarantee by any Subsidiary Guarantor is subject to Section 5.6. In case of the failure of the Issuer (which, for all purposes of this Indenture Article 5, shall include any Co-Obligor) punctually to pay any such Obligation when due, each Guarantor hereby agrees to cause any such payment to be made promptly when and as the Registration Rights Agreementsame shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and (ii) in as if such payment were made by the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwiseIssuer. Each Guarantor, by execution of this Indenture, Guarantor agrees that its obligations hereunder shall be as if it were principal debtor and not merely as surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note Security of any series or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Noteany Security of any series or the Trustees, or any other circumstances reason set out in Section 5.4, or otherwise any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligenceguarantor (except as expressly set forth in this Indenture, presentmentwhich for the avoidance of doubt, demand for payment, filing of claims with a court in is limited to the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof of (and premium, if any) and interest thereonon the Securities of a series or pursuant to Article 14). Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity ’s guarantee shall be a continuing guarantee of the payment of all such Obligations guaranteed hereby may and shall apply to and secure any ultimate balance thereof due or remaining unpaid. This guarantee herein shall not be accelerated considered as provided in Article Six for wholly or partially satisfied by the purposes intermediate payment or satisfaction at any time of this Guarantee, notwithstanding all or any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration part of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this GuaranteeObligations.

Guarantee. (a) Subject to the provisions of this Article TenVIIA, each Guarantor, by execution of this Indenture, jointly Subsidiary Guarantor unconditionally and severally, unconditionally irrevocably guarantees to each Holder Lender and to the Administrative Agent and its successors and assigns, irrespective of the validity and enforceability of this Agreement, the Floating Rate Notes or the obligations of the Company or any other subsequent Subsidiary Guarantors to the Lenders or the Administrative Agent hereunder or thereunder, that: (ia) the due and punctual payment of the principal of of, premium, if any, and interest on each Note, the Floating Rate Notes (and any Additional Amounts payable thereon) shall be duly and punctually paid in full when and as the same shall become due and payabledue, whether at maturity, upon redemption at the option of Lenders pursuant to the provisions of the Floating Rate Notes relating thereto, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, (to the extent lawfulpermitted by law) interest, if any, on the Floating Rate Notes and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer Company or any prior or subsequent Subsidiary Guarantors to the Holders Lenders or the Trustee Administrative Agent hereunder or thereunder (including amounts due the Administrative Agent under Section 2.03 and Section 7.05 hereof) and all other obligations hereunder and under the Floating Rate Notes and the Subsidiary Guarantees shall be promptly paid in full or performed, all in accordance with the terms of such Note, this Indenture hereof and the Registration Rights Agreement, thereof; and (iib) in the case of any extension of time of payment or renewal of any Floating Rate Notes or any of such other Guaranteed Obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Each GuarantorFailing payment when due of any amount so guaranteed, by execution or failing performance of this Indentureany other obligation of the Company to the Lenders, agrees that its obligations hereunder for whatever reason, such Subsidiary Guarantor shall be absolute and unconditionalobligated to pay, irrespective or to perform or cause the performance of, the same immediately. An Event of Default under this Agreement or the Floating Rate Notes shall constitute an event of default under each Subsidiary Guarantee, and shall be unaffected by, any invalidity, irregularity or unenforceability entitle the Lenders to accelerate the obligations of any such Note or this Indenture, any failure to enforce each Subsidiary Guarantor hereunder in the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted same manner and to the Issuer with respect thereto by same extent as the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy obligations of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this GuaranteeCompany.

Guarantee. Subject to the provisions of this Article TenThirteen, each Guarantor, by execution of this IndentureGuarantor hereby irrevocably and unconditionally guarantees, jointly and severally, unconditionally guarantees on a senior subordinated basis to each Holder and to the Trustee, on behalf of the Holders, (i) the due and punctual payment of the principal of and interest on each NoteSecurity, when and as the same shall become due and payable, whether at maturityStated Maturity, purchase upon Change in Control or Redemption Date, and whether by acceleration declaration of acceleration, Change in Control, call for redemption or purchase or otherwise, the due and punctual payment of interest on the overdue principal of and interest interest, if any, on the NotesSecurities, to the extent lawful, and the due and punctual payment performance of all other Obligations and due and punctual performance of all obligations of the Issuer Company to the Holders or the Trustee all in accordance with the terms of such Note, Security and this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes Securities or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturityStated Maturity, purchase upon Change in Control or Redemption Date, and whether by acceleration declaration of acceleration, Change in Control, call for redemption or otherwisepurchase or otherwise (the obligations in clauses (i) and (ii) hereof being the "Guaranteed Obligations"). Each Without limiting the generality of the foregoing, each Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Holders or the Trustee under the Securities and the Indenture but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, by execution of this Indenture, agrees reorganization or similar proceeding involving the Company. The Guarantors hereby agree that its their obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note Security or this Indenture, any failure to enforce the provisions of any such Note, Security or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer Company with respect thereto thereto, by the Holder of such Note, any Guaranteed Party or any other circumstances which may otherwise constitute a legal or equitable discharge or defense of the Company or a surety or such Guarantorguarantor. Each Guarantor The Guarantors hereby waives waive diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, the benefit of discussion, protest or notice with respect to any such Note Security or the Indebtedness evidenced thereby and all demands whatsoeverwhatsoever (except as specified above), and covenants covenant that this Guarantee will not be discharged as to any such Note Security except by payment in full of the principal thereof Guaranteed Obligations and interest thereonas provided in Sections 401, 1202 and 1320. Each Guarantor hereby further agrees that, as between such Guarantor, on the one hand, Guarantor and the Holders and the Trustee, on the other handGuaranteed Parties, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Six Five for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed herebyGuaranteed Obligations, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article SixFive, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article Five, the Trustee shall promptly make a demand for payment on the Securities under each Guarantee provided for in this Article Thirteen and not discharged. Each Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of such Guarantor's obligations under this Indenture, or any other document or instrument including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of the Guaranteed Parties against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Guaranteed Obligations shall not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Guaranteed Parties, and shall forthwith be paid to the Trustee. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Securities and that the waiver set forth in this paragraph is knowingly made in contemplation of such benefits.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, fully and unconditionally guarantees, jointly and severally, unconditionally guarantees on a senior unsecured basis, to each Holder (i) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations Obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly and severally(a) The Subsidiary Guarantor hereby absolutely, unconditionally guarantees to each Holder (i) and irrevocably guarantees, as primary obligor and not merely as surety, the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payabledue, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity Obligations of the Obligations guaranteed hereby may be accelerated as provided in Article Six for Borrower to the purposes of this GuaranteeAgent, notwithstanding any staythe Lenders, injunction the Supplemental Guarantor, the Govco Administrative Agent, the Loan Administrator or other prohibition preventing such acceleration the Board (together with their respective permitted successors and assigns, each individually, a "Guaranteed Party" and collectively, the "Guaranteed Parties") arising under or in respect of the Obligations guaranteed herebyLoan Documents or the Notes (collectively, the "Agreements") now or hereafter existing or arising, whether for principal, interest, fees, expenses or otherwise, including for amounts owed to the Board or any of its permitted successors and assigns as a result of a payment under the Board Guarantee, and (ii) any and all expenses (including reasonable counsel fees and expenses) actually incurred by any Guaranteed Party in enforcing any rights under this Subsidiary Guarantee (all of the foregoing, collectively, the "Guaranteed Obligations"). It is the intention of the parties hereto that in no event shall the Subsidiary Guarantor's obligations under this Subsidiary Guarantee constitute or result in a violation of any applicable fraudulent conveyance or similar law of any relevant jurisdiction. Therefore, in the event that this Subsidiary Guarantee would, but for the preceding sentence, constitute or result in such violation, then the liability of the Subsidiary Guarantor under this Subsidiary Guarantee shall be reduced to the maximum amount permissible under the applicable fraudulent conveyance or similar laws. The Subsidiary Guarantor agrees that in the event that any declaration payment shall be required to be made by it under this Subsidiary Guarantee and by the Parent pursuant to the Parent Guarantee or any other Subsidiary pursuant to other Subsidiary Guarantees (as applicable), it will contribute, to the maximum extent permitted by applicable fraudulent conveyance or similar laws, in order that such contribution will not result in a fraudulent transfer or conveyance, such amount to the Parent and/or such other Subsidiaries so as to maximize the aggregate amount paid to the Agent, the Lenders and the Board under this Subsidiary Guarantee, the Parent Guarantee and the Notes. Any and all payments by the Subsidiary Guarantor hereunder shall be made free and clear of acceleration of such Obligations and without deduction for any set-off or counterclaim, or Taxes as and to the extent provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by Section 2.12 of the Loan Agreement as if each Guarantor for reference to the purpose of this Guarantee"Borrower" therein were a reference to the Subsidiary Guarantor.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly and severally, unconditionally guarantees to each Holder (i) the due and punctual payment of the principal of of, and premium, if any, and interest on each Notethe Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of of, and premium and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Guarantee. Subject to the provisions of this Article Ten, the Parent and each Guarantor, by execution of this Indenture, jointly and severally, unconditionally guarantees (each a “Note Guarantee” and collectively the “Note Guarantees”) to each Holder (i) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights AgreementIndenture, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other ObligationsObligations with respect to the Notes, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each The Parent and each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each The Parent and each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Note Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each The Parent and each Guarantor hereby agrees that, as between the Parent or such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Parent and each Guarantor for the purpose of this Note Guarantee.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly The Guarantor hereby fully and severally, unconditionally guarantees to each Holder (i) of a Security of each series issued by the Company, authenticated and delivered by the Trustee, the due and punctual payment of the principal (including any amount due in respect of any Original Issue Discount Security) of and any premium and interest on each Notesuch Security, and the due and punctual payment of any sinking fund payments provided for pursuant to the terms of such Security, when and as the same shall become due and payable, whether at maturitythe Stated Maturity, by acceleration declaration of acceleration, call for redemption, early repayment or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, Security and this Indenture and the Registration Rights Agreement, and (ii) Indenture. The Guarantor hereby agrees that in the case event of any extension an Event of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that Default its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note Security of any series or this Indenture, any failure to enforce the provisions of any such NoteSecurity of any series or this Indenture, this Indenture or the Registration Rights Agreement, 109 any waiver, modification or indulgence granted to the Issuer Company with respect thereto by the Holder of such Noteany Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge 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 any Security or the interest rate thereon or increase any premium payable upon redemption thereof. Each The Guarantor hereby waives diligence, presentment, demand for of payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, the benefit of discussion, protest or notice with respect to any such Note Security or the Indebtedness indebtedness evidenced thereby or with respect to any sinking fund payment required pursuant to the terms of such Security issued under this Indenture and all demands whatsoever, and covenants that this Guarantee will not be discharged as with respect to any such Note Security except by payment in full of the principal thereof and any premium and interest thereonthereon or as provided in Article Four or Section 802. Each If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantor hereby any amount paid by the Company or the Guarantor to the Trustee or such Holder, this Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees that, as between such the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity Maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby. The Guarantor also agrees, to pay any and all reasonable costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Holders in enforcing any rights under this Guarantee. The Guarantor hereby waives any right of set off which the Guarantor may have against the Holder of any Security in respect of any amounts which are or may become payable by such Holder to the Company. 110 The Guarantor shall be subrogated to all rights of the Holders of any series of Securities and the Trustee against the Company in respect of any amounts paid to such Holders and the Trustee by the Guarantor pursuant to the provisions of the Guarantee; 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, premium, if any, and (ii) in interest, if any, on all of the event of any declaration of acceleration Securities of such Obligations series shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of the Guarantor shall have any personal liability under the Guarantees set forth in this Section 1201 by reason of his, her or its status as provided such stockholder, officer, director, employee or incorporator. The Guarantee set forth in Article Six, this Section 1201 shall not be valid or become obligatory for any purpose with respect to any Security until the certificate of authentication on such Obligations (whether Security shall have been signed by or not due and payable) shall forthwith become due and payable by each Guarantor for on behalf of the purpose of this GuaranteeTrustee.]

Guarantee. Subject to the provisions of this Article Ten10, from and after the consummation of the Transactions, each Guarantor, by execution of this Indenturethe Guarantors hereby, jointly and severally, unconditionally guarantees on a senior unsecured basis to each Holder of a 2017 B Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the 2017 B Notes or the obligations of the Issuer hereunder or thereunder, that: (ia) the due principal of, and punctual payment of interest, premium and Special Interest, if any, on the principal of and interest on each Note, 2017 B Notes shall be promptly paid in full when and as the same shall become due and payabledue, whether at maturity, by acceleration acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the 2017 B Notes, to the extent if any, if lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee hereunder or under the 2017 B Notes shall be promptly paid in full or performed, all in accordance with the terms of such Note, this Indenture hereof and the Registration Rights Agreement, thereof; and (iib) in the case of any extension of time of payment or renewal of any 2017 B Notes or any of such other Obligationsobligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor, by execution of this Indenture, Guarantor agrees that its this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be absolute and unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement2017 B Notes, the absence of any action to enforce the same, any waiver, modification waiver or indulgence granted to consent by any Holder of the Issuer 2017 B Notes with respect thereto by to any provisions hereof or thereof, the Holder recovery of such Noteany judgment against the Issuer, any action to enforce the same or any other circumstances circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or such Guarantorguarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the 2017 B Notes). Each Guarantor hereby waives diligence, presentment, demand for of payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or protest, notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this Guarantee will shall not be discharged as except by complete performance of the obligations contained in the 2017 B Notes and this Indenture or by release in accordance with the provisions of this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, then this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any such Note except by right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of the principal thereof and interest thereonall obligations guaranteed hereby. Each Guarantor hereby further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ix) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Obligations obligations as provided in Article Six6 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the 2017 B Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the 2017 B Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the 2017 B Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor, and will rank pari passu in right of payment to all unsubordinated indebtedness of the relevant Guarantor, including, the guarantee by such Guarantor of the 2017 A Notes and, in the case of the Company, the Company’s Obligations under the CCOH Mirror Note. Each Guarantor’s obligations under its Guarantee will be effectively subordinated to the obligations of the Guarantor under its Secured Indebtedness, if any, to the extent of the value of the assets securing such Indebtedness. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this IndentureEach Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder (i) of a Security of each series issued by the due Issuer that has been authenticated and delivered by the Trustee, and to the Trustee, the full and punctual payment of the principal of and any premium and interest on each Notesuch Security (and any Additional Amounts payable in respect thereof), when and as the same shall become due and payable, whether at maturitythe Stated Maturity, by acceleration declaration of acceleration, call for redemption, call for repurchase or otherwise, the and any other amounts due and punctual payment of interest on the overdue principal of and interest on the Notesunder this Indenture, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture Security and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture. Each Guarantee is a direct, unsubordinated and unsecured obligation of such Guarantor and ranks pari passu with all other unsubordinated and unsecured obligations of such Guarantor. Each Guarantor hereby agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note Security of any series or this Indenture, any failure to enforce the provisions of any such Note, Security of any series or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer with respect thereto thereto, by the Holder of such Noteany Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantee; provided, however, that, notwithstanding the foregoing, no such Guarantorwaiver, modification or indulgence shall, without the consent of the Guarantor increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. Each Guarantor hereby waives diligence, presentment, demand for of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any such Note Security or the Indebtedness indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as with respect to any such Note Security except by payment in full of the principal thereof and any premium and interest thereonthereon or as provided in Article Four, Section 802 or Article Twelve. Each Guarantor hereby further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity Maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (ii) . Each Guarantor shall be subrogated to all rights of each Holder of Securities against the Issuer in the event respect of any declaration of acceleration of amounts paid to such Obligations as provided in Article Six, Holder by such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for pursuant to the purpose provisions of this Guarantee; 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 and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantee set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator.

Guarantee. Subject to the provisions of this Article Ten, each GuarantorThe Guarantors, by execution of this Indenture, jointly and severally, unconditionally guarantees guarantee to each Holder and to the Trustee (i) the due and punctual payment of the principal of of, premium, if any, and interest on each NoteSecurity, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the NotesSecurities, to the extent lawful, and the due and punctual payment of all other Obligations obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, Security and this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes Securities or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that that, subject only to the applicable provisions, if any, of Section 10.06, its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note Security or this Indenture, any failure to enforce the provisions of any such Note, Security or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such NoteSecurity, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection). Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger merger, bankruptcy or bankruptcy restructuring pursuant to the Act on Court Confirmation of Extrajudicial Restructuring Plans of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note Security or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note Security except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article Six, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or any Holder under the Guarantees.

Guarantee. Subject to the provisions of this Article Ten10, from and after the consummation of the Transactions, each Guarantor, by execution of this Indenturethe Guarantors hereby, jointly and severally, unconditionally guarantees on a senior unsecured basis to each Holder of a 2017 A Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the 2017 A Notes or the obligations of the Issuer hereunder or thereunder, that: (ia) the due principal of, and punctual payment of interest, premium and Special Interest, if any, on the principal of and interest on each Note, 2017 A Notes shall be promptly paid in full when and as the same shall become due and payabledue, whether at maturity, by acceleration acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the 2017 A Notes, to the extent if any, if lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee hereunder or under the 2017 A Notes shall be promptly paid in full or performed, all in accordance with the terms of such Note, this Indenture hereof and the Registration Rights Agreement, thereof; and (iib) in the case of any extension of time of payment or renewal of any 2017 A Notes or any of such other Obligationsobligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor, by execution of this Indenture, Guarantor agrees that its this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be absolute and unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement2017 A Notes, the absence of any action to enforce the same, any waiver, modification waiver or indulgence granted to consent by any Holder of the Issuer 2017 A Notes with respect thereto by to any provisions hereof or thereof, the Holder recovery of such Noteany judgment against the Issuer, any action to enforce the same or any other circumstances circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or such Guarantorguarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the 2017 A Notes). Each Guarantor hereby waives diligence, presentment, demand for of payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or protest, notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this Guarantee will shall not be discharged as except by complete performance of the obligations contained in the 2017 A Notes and this Indenture or by release in accordance with the provisions of this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, then this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any such Note except by right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of the principal thereof and interest thereonall obligations guaranteed hereby. Each Guarantor hereby further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ix) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Obligations obligations as provided in Article Six6 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the 2017 A Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the 2017 A Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the 2017 A Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor, and will rank pari passu in right of payment to all unsubordinated indebtedness of the relevant Guarantor, including, the guarantee by such Guarantor of the 2017 A Notes and, in the case of the Company, the Company’s Obligations under the CCOH Mirror Note. Each Guarantor’s obligations under its Guarantee will be effectively subordinated to the obligations of the Guarantor under its Secured Indebtedness, if any, to the extent of the value of the assets securing such Indebtedness. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject For value received, the Guarantor hereby fully, unconditionally and irrevocably guarantees to the provisions Holder of this Article Tena Security of each series authenticated and delivered by the Trustee, for value received in connection with such Security, and to the Trustee on behalf of each Guarantorsuch Holder, by execution of this Indenture, jointly and severally, unconditionally guarantees to each Holder (i) the due and punctual payment of the principal of of, premium, if any, and any interest on each Notesuch Security, and the due and punctual payment of any sinking fund payments provided for pursuant to the terms of such Security, when and as the same shall become due and payable (subject to any period of grace provided with respect thereto), whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms of such Security and of the Indenture. In case of the failure of the Company punctually to make any such payment of principal, premium, interest, or sinking fund payment, 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 maturitythe Stated Maturity or by declaration of acceleration, by acceleration call for redemption or otherwise, and as if such payment were made by the due and punctual payment Company. If any deduction or withholding for any present or future taxes, assessments or other governmental charges of The Hellenic Republic, The Netherlands or, if applicable, any other jurisdiction, (including any political subdivision or taxing authority thereof or therein) in which the Guarantor is incorporated shall at any time be required by such jurisdictions (or any such political subdivision or taxing authority thereof or therein) in respect of any amounts to be paid by the Guarantor relating to principal of or interest on this Guarantee, the overdue principal of and Guarantor will pay as additional interest on the Notes, to the extent lawfulHolder of this Security such additional amounts, and as may be necessary in order that the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer net amounts paid to the Holders or the Trustee all in accordance with such Holder pursuant to the terms of this Guarantee, after such Notededuction or withholding, this Indenture shall be not less than such amounts as such Holder would otherwise be entitled to receive; provided, however, that such amounts shall be payable only to Holders that (a) are not resident in The Hellenic Republic for purposes of its tax and the that do not have a Greek Tax Registration Rights Agreement, Number (AFM) and (iib) hat are not resident in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six The Netherlands for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed herebyits tax, and (iic) if applicable, that are not resident for tax purposes and are not registered with the tax authorities in any other applicable jurisdiction (political subdivision or taxing authority thereof or therein) in which the event Guarantor is incorporated; and provided, further, that the Guarantor shall not be required to make any payment of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether additional amounts for or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.on account of:

Guarantee. Subject For value received, Apache Corporation, a corporation organized under the laws of the State of Delaware (herein called the "Guarantor," which term includes any successor corporation under the Indenture referred to in the provisions of Security upon which this Article TenGuarantee is endorsed), each Guarantor, by execution of this Indenture, jointly hereby irrevocably and severally, unconditionally guarantees to each the Holder (i) of the Security upon which this Guarantee is endorsed and to the Trustee on behalf of the Trustee and such Holder the due and punctual payment of the principal of and any premium and interest on each Noteon, and any Additional Amounts with respect to, such Security, and any other amount due and payable pursuant to the terms of the Indenture or payments referred to therein, when and as the same shall become due and payable, whether at maturitythe Stated Maturity, by acceleration declaration of acceleration, call for redemption or repurchase or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, according to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such NoteSecurity and of the Indenture referred to therein. In case of the failure of Apache Finance Pty Ltd, this Indenture a proprietary company with limited liability organized under the laws of the Australian Capital Territory, Australia (herein called the "Company," which term includes any successor corporation under such Indenture), punctually to make any such payment of principal or any premium or interest on, or any Additional Amounts with respect to such Security, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the Registration Rights Agreementsame shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or repurchase or otherwise, and (ii) in as if such payment were made by the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwiseCompany. Each Guarantor, by execution of this Indenture, The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note Security or this such Indenture, any failure to enforce the provisions of any such NoteSecurity or such Indenture, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer Company with respect thereto thereto, by the Holder of such Note, Security or the Trustee or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge of a surety or such Guarantorguarantor. Each The Guarantor hereby waives the benefits of division and discussion, diligence, presentment, demand for of payment, filing of claims with a court in the event of merger merger, insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest or notice with respect to any such Note Security or the Indebtedness indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full strict and complete performance of the principal thereof obligations contained in such Security and interest thereonthis Guarantee. Each The Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of a default in payment of principal or any declaration of acceleration premium or interest on, or any Additional Amounts with respect to such Security, or default in any payment referred to therein, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Obligations as provided Security, on the terms and conditions set forth in Article Sixthe 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 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 Obligations (whether right of subrogation until the principal of, and any premium and interest on, and any Additional Amounts required with respect to Securities issued under such Indenture shall have been paid in full. No reference herein to such Indenture and no provision of this Guarantee or not of such Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and payable) punctual payment of principal, premium (if any), and interest on and any Additional Amounts with respect to the Security upon which this Guarantee is endorsed. This Guarantee shall forthwith become due not be valid or obligatory for any purpose until the certificate of authentication of the Security upon which this Guarantee is 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 them in such Indenture. This Guarantee shall be deemed to be a contract made under the laws of the State of New York, and payable for all purposes shall be governed by each Guarantor for and construed in accordance with the purpose laws of this Guaranteethe 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.

Guarantee. Subject to the provisions of this Article Ten10, each Guarantor, by execution of this Indenturethe Guarantee, will jointly and severally, severally unconditionally guarantees guarantee to each Holder and to the Trustee, on behalf of the Holders, (i) the due and punctual payment of the principal of of, and premium, if any, and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of of, and premium, if any, and interest on the Notes, to the extent lawful, and the due and punctual payment performance of all other Obligations and due and punctual performance of all obligations of the Issuer Company to the Holders or the Trustee all in accordance with the terms of such Note, Note and this Indenture and the Registration Rights AgreementIndenture, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenturethe Guarantee, agrees will agree that its obligations thereunder and hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, Note or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer Company with respect thereto by the Holder of such NoteNote or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives Guarantor, by execution of the Guarantee, will waive diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants will covenant that this the Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof thereof, premium if any, and interest thereonthereon and as provided in Section 9.1 hereof. Each Guarantor hereby agrees Guarantor, by execution of the Guarantee, will further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby by the Guarantee may be accelerated as provided in Article Six 6 hereof for the purposes of this the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed herebythereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article 6 hereof, the Trustee shall promptly make a demand for payment on the Notes under the Guarantee provided for in this GuaranteeArticle 10 and not discharged. Failure to make such demand shall not affect the validity or enforceability of the Guarantee upon any Guarantor. A Guarantee shall not be valid or become obligatory for any purpose with respect to a Note unless the certificate of authentication on such Note shall have been signed by or on behalf of the Trustee.

Guarantee. (a) Subject to the provisions of this Article TenThirteen each Guarantor hereby jointly and severally unconditionally guarantees, on a senior unsecured basis, to each GuarantorHolder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors, by execution irrespective of (i) the validity and enforceability of this Indenture, jointly and severally, unconditionally guarantees the Notes or the obligations of the Company or any other Guarantors to each Holder the Holders or the Trustee hereunder or thereunder or (iii) the due and punctual payment absence of any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or default of a Guarantor, that: (a) the principal of of, premium, if any, interest and interest Additional Interest, if any, on each Noteand any Additional Amounts, if any, with respect to the Notes will be duly and punctually paid in full when and as the same shall become due and payabledue, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, (to the extent lawfulpermitted by law) interest or Additional Interest, if any, on or Additional Amounts, if any, with respect to the Notes and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer Company or any Guarantor to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 6.07 hereof) and all other obligations under this Indenture or the Notes will be promptly paid in full or performed, all in accordance with the terms of such Note, this Indenture hereof and the Registration Rights Agreement, thereof; and (iib) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Each GuarantorFailing payment when due of any amount so guaranteed, by execution or failing performance of this Indentureany other obligation of the Company to the Holders, agrees that its obligations hereunder shall for whatever reason, each Guarantor will be absolute and unconditionalobligated to pay, irrespective or to perform or cause the performance of, and shall be unaffected by, any invalidity, irregularity or unenforceability the same immediately. An Event of any such Note or this Indenture, any failure to enforce the provisions of any such Note, Default under this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise Notes shall constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the an event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of default under this Guarantee, notwithstanding any stay, injunction and shall entitle the Holders of Notes or other prohibition preventing such acceleration in respect the Trustee to accelerate the obligations of the Obligations guaranteed hereby, and (ii) Guarantors hereunder in the event same manner and to the same extent as the obligations of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this GuaranteeCompany.

Guarantee. Subject to the provisions of this Article Ten10, each Guarantor, by execution of this Indenturethe Guarantors hereby, jointly and severally, unconditionally guarantees to guarantees, on a senior secured basis, each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder: (ia) the due performance and full and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payabledue, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, under this Indenture and the Registration Rights AgreementNotes, whether for payment of principal of or interest on the Notes, expenses, indemnification or otherwise, on the terms set forth in this Indenture; and (iib) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor, by execution of this Indenture, Guarantor agrees that its this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be absolute and unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of any such Note the Notes or this Indenture, the absence of any failure action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any such Note, this Indenture or judgment against the Registration Rights AgreementIssuer, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto by the Holder of such Note, same or any other circumstances circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or such Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand for of payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or protest, notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this Guarantee will shall not be discharged as to any such Note except by payment complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full of the principal thereof force and interest thereoneffect. Each Guarantor hereby also agrees to pay any and all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. Each Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ix) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Obligations obligations as provided in Article Six6 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor the Guarantors for the purpose of this Guarantee. Any Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a voidable preference, fraudulent transfer or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to the provisions of this Article Ten, each Guarantorthe Guarantors, by execution of this Indenture, jointly and severally, unconditionally guarantees guarantee to each Holder (i) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations obligations and due and punctual performance of all obligations of the Issuer Company to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer Company with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article SixSix hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor in a pro rata amount based on the net assets of each Guarantor so long as the exercise of such right does not impair the rights of any Holder under the Guarantees.

Guarantee. Subject to the provisions of this Article Ten11, each Guarantor, by execution of this Indenture, Guarantor hereby jointly and severally, severally unconditionally and irrevocably guarantees to each Holder and to the Trustee, on behalf of the Holders, (i) the due and punctual payment of the principal of of, premium, if any, and interest on each Senior Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of of, and premium, if any, and interest on the Senior Notes, to the extent lawful, and the due and punctual payment performance of all other Obligations and due and punctual performance of all obligations of the Issuer Issuers to the Holders or the Trustee all in accordance with the terms of such Note, Senior Note and this Indenture and the Registration Rights AgreementIndenture, and (ii) in the case of any extension of time of payment or renewal of any Senior Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenturethe Guarantee, agrees that its obligations thereunder and hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Senior Note or this Indenture, any failure to enforce the provisions of any such Note, Senior Note or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer Issuers with respect thereto by the Holder of such NoteSenior Note or the Trustee, any release of any Collateral, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby Guarantor, by execution of the Guarantee, waives diligence, presentment, demand for of payment, filing of claims with a court in the event of merger or bankruptcy of the either Issuer, any right to require a proceeding first against the either Issuer, protest or notice with respect to any such Senior Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this the Guarantee will not be discharged as to any such Senior Note except by payment in full of the principal thereof thereof, premium if any, and interest thereonthereon and as provided in Section 9.1 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either Issuer or any Guarantor or any Custodian, trustee, liquidator or other similar official acting in relation to either an Issuer or any Guarantor, any amount paid by either an Issuer or any Guarantor to the Holder or Trustee, each Guarantor's Guarantee, to the extent therefor discharged, shall be reinstated in full force and effect. Each Guarantor hereby Guarantor, by execution of the Guarantee, further agrees that, as between such Guarantor, on the one hand, and the Holders and 77 the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby by the Guarantee may be accelerated as provided in Article Six 6 hereof for the purposes of this the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed herebythereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article 6 hereof, the Trustee shall promptly make a demand for payment on the Senior Notes under any Guarantee provided for in this GuaranteeArticle 11 and not discharged. Failure to make such demand shall not affect the validity or enforceability of the Guarantee upon any Guarantor. A Guarantee shall not be valid or become obligatory for any purpose with respect to a Senior Note unless the certificate of authentication on such Senior Note shall have been signed by or on behalf of the Trustee. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorney's fees and expenses) incurred by the Trustee as a representative of any Holder in enforcing any rights under this section.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly The Guarantor hereby fully and severally, unconditionally guarantees to the Holders of Securities of each Holder (i) series issued by the due Company, authenticated and punctual delivered by the Trustee, the payment of the principal (including any amount due in respect of any Original Issue Discount Security) of and any premium and interest (when due) on each Notesuch Security, and the payment of any sinking fund payments provided for pursuant to the terms of such Security, when and as the same shall become due and payable, whether at maturitythe Stated Maturity, by acceleration or otherwisedeclaration of acceleration, the due and punctual payment of interest on the overdue principal of and interest on the Notescall for redemption, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration early repayment or otherwise. Each Guarantor, by execution of this Indenture, The Guarantor hereby agrees that in the event of an Event of Default its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note Security of any series or this Indenture, any failure to enforce the provisions of any such Note, Security of any series or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer Company with respect thereto by the Holder of such Noteany Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge 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 any Security or the interest rate thereon or increase any premium payable upon redemption thereof. Each The Guarantor hereby waives diligence, presentment, demand for of payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, the benefit of discussion, protest or notice with respect to any such Note Security or the Indebtedness indebtedness evidenced thereby or with respect to any sinking fund payment required pursuant to the terms of such Security issued under this Indenture and all demands whatsoever, and covenants that this Guarantee will not be discharged as with respect to any such Note Security except by payment in full of the principal thereof and any premium and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated thereon or as provided in Article Six for 4 or Section 8.2. If any Holder or the purposes of this GuaranteeTrustee is required by any court or otherwise to return to the Company, notwithstanding the Guarantor, or any staycustodian, injunction trustee, liquidator or other prohibition preventing similar official acting in relation to the Company or the Guarantor any amount paid by the Company or the Guarantor to the Trustee or such acceleration Holder, this Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor hereby waives any right of set off which the Guarantor may have against the Holder of any Security in respect of any amounts which are or may become payable by such Holder to the Obligations guaranteed herebyCompany. The Guarantor shall be subrogated to all rights of the Holders of any series of Securities and the Trustee against the Company in respect of any amounts paid to such Holders and the Trustee by the Guarantor pursuant to the provisions of the Guarantee; 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, premium, if any, and (ii) in interest, if any, on all of the event of any declaration of acceleration Securities of such Obligations series shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of the Guarantor shall have any personal liability under the Guarantee set forth in this Section 13.1 by reason of his, her or its status as provided such stockholder, officer, director, employee or incorporator. The Guarantee set forth in Article Six, this Section 13.1 shall not be valid or become obligatory for any purpose with respect to any Security until the certificate of authentication on such Obligations (whether Security shall have been signed by or not due and payable) shall forthwith become due and payable by each Guarantor for on behalf of the purpose of this GuaranteeTrustee.

Guarantee. Subject to the provisions of this Article TenII, each Guarantorthe Company, by execution of this Supplemental Indenture, jointly and severally, unconditionally guarantees (which shall be deemed a “Note Guarantee” under the Indenture) to each Holder (ia) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights AgreementIndenture, and (iib) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each GuarantorThe Company, by execution of this Supplemental Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this the Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantorthe Company. Each Guarantor The Company hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Note Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor The Company hereby agrees that, as between such Guarantorthe Company, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article SixSix of the Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor the Company for the purpose of this Note Guarantee.

Guarantee. Subject to the provisions of this Article Ten, each GuarantorThe Guarantors, by execution of this Indenture, jointly and severally, unconditionally guarantees guarantee to each Holder and to the Trustee (i) the due and punctual payment of the principal of of, premium, if any, and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, Note and this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that that, subject only to the applicable provisions, if any, of Section 9.14, its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, Note or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection). Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Note Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article Six, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or any Holder under the Note Guarantees.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenturethe Subsidiary Guarantors, jointly and severally, unconditionally guarantees guarantee to each Holder (i) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations obligations and due and punctual performance of all obligations of the Issuer Company to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, Subsidiary Guarantor agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note Note, this Indenture or this Indenturethe Registration Rights Agreement, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer Company with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Subsidiary Guarantor hereby agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect re- spect of the Obligations obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article Six, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of any Holder under any Subsidiary Guarantee.

Guarantee. Subject This Section 1601 and Section 1602 apply to the provisions Securities of this Article Ten, each Guarantor, any series to the extent that the form of the Guarantee to be endorsed on such Securities is not otherwise specifically established as contemplated by execution of this Indenture, jointly and severally, Section 301. The Guarantor hereby unconditionally guarantees to each Holder (i) of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on each Noteand Additional Amounts with respect to such Security, and the due and punctual payment of any sinking fund payments provided for pursuant to the terms of such Security, when and as the same shall become due and payable, whether at maturitythe Stated Maturity, by acceleration declaration of acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer Company to the Holders or the Trustee all hereunder or thereunder, in accordance with the terms of such Note, this Indenture Security and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, . The Guarantor hereby agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note Security of any series or this Indenture, any failure to enforce the provisions of any such Note, Security of any series or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification modification, consent or indulgence granted to the Issuer Company with respect thereto thereto, by the Holder of such Noteany Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantorguarantor. Each The Guarantor hereby waives diligence, presentment, demand for of payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, the benefit of discussion, protest or notice with respect to any such Note Security or the Indebtedness indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that this Guarantee will not be discharged as with respect to any such Note Security except by payment in full of the principal thereof and any premium and interest thereonor Additional Amounts thereon or as provided in Article Four, Section 802 or Article Fourteen. Each The Guarantor hereby further agrees that, as between such the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity Maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment on any Company Security, in whole or in part, is rescinded or must otherwise be restored to the Company or the Guarantor upon the bankruptcy, liquidation or reorganization of the Company or otherwise. The Guarantor hereby waives, in favor of the Holders and (ii) the Trustee, any and all of its rights, protections, privileges and defenses provided by any applicable law to a guarantor and waives any right of set-off which the Guarantor may have against the Holder of a Security in the event respect of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether amounts which are or not due and payable) shall forthwith may become due and payable by the Holder of a Security to the Company. The Guarantor shall be subrogated to all rights of each Holder of Securities against the Company in respect of any amounts paid to such Holder by the Guarantor for pursuant to the purpose provisions of this Guarantee; 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 on all the Securities of the same series and of like tenor shall have been paid in full. The Guarantee shall be governed by and construed in accordance with the laws of the State of New York. The Guarantor agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holders in enforcing any rights under the Guarantee. No past, present or future stockholder, officer, director, employee or incorporator of the Guarantor shall have any personal liability under the Guarantee set forth in this Section 1601 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantee set forth in this Section 1601 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, fully and unconditionally guarantees, jointly and severally, unconditionally guarantees on a senior unsecured basis, to each Holder (i) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations Obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, Note and this Indenture and the Registration Rights AgreementIndenture, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, Note or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Note Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Guarantee. Subject to the provisions of this Article TenSix, each Guarantor, by execution of this Eighth Supplemental Indenture, jointly and severally, unconditionally guarantees to each Holder (i) the due and punctual payment of the principal of and interest and premium, if any, on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer Company to the Holders or the Trustee all in accordance with the terms of such Note, Note and this Indenture and the Registration Rights AgreementIndenture, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Eighth Supplemental Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this the Indenture, any failure to enforce the provisions of any such Note, this Indenture Note or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer Company with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) subject to this Article Six, the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Guarantee. Subject to the provisions of this Article Ten10, each Guarantor, by execution of this Indenture, jointly and severally, the Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder (ithe "Guarantee"), that: (a) the due principal of, interest, and punctual payment of premium, if any, on the principal of and interest on each Note, Notes will be promptly paid in full when and as the same shall become due and payabledue, whether at maturity, by acceleration acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms of such Note, under this Indenture and the Registration Rights Agreement, Notes; and (iib) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Each GuarantorFailing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, by execution the Guarantor shall be obligated to pay the same immediately. The Guarantor agrees that this is a guarantee of this Indenture, payment and not a guarantee of collection. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of any such Note the Notes or this Indenture, the absence of any failure action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any such Note, this Indenture or judgment against the Registration Rights AgreementIssuer, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto by the Holder of such Note, same or any other circumstances circumstance which may might otherwise constitute a legal or equitable discharge or defense of the Guarantor; provided, however, that, notwithstanding the foregoing, no such waiver or consent or circumstance shall without the written consent of the Guarantor increase the principal amount of a surety Note or such Guarantorthe interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. Each Subject to Section 6.06 hereof, the Guarantor hereby waives diligence, presentment, demand for of payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this Guarantee will shall not be discharged as except with respect to any such Note except or the indebtedness evidenced thereby by payment in full complete performance of the principal thereof obligations contained in the Notes and interest thereonthis Indenture. Each The obligations of the Guarantor under the Guarantee are independent of the obligations guaranteed by the Guarantor hereunder, and a separate action or actions may be brought and prosecuted by the Trustee on behalf of, or by, the Holders, subject to the terms and conditions set forth in this Indenture, against the Guarantor to enforce the Guarantee, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The Guarantor hereby agrees that, in the event of a default in payment of principal of (or premium, if any) or interest on a Note, whether at its stated maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce the 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 Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, the Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantor, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. The Guarantor further agrees that, as between such Guarantoritself, on the one hand, and the Holders and the Trustee, on the other hand, (ix) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Obligations obligations as provided in Article Six6 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each the Guarantor for the purpose of this the Guarantee. The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantee, 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 Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of the Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantee issued by the Guarantor shall be a general obligation of the Guarantor, ranking pari passu with any other future senior indebtedness of the Guarantor. Each payment to be made by the Guarantor in respect of the Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to the provisions of this Article Ten10, each Guarantor, by execution of this Indenturea Guarantee substantially in the form of Exhibit G hereto, will jointly and severally, severally unconditionally guarantees guarantee to each Holder and to the Trustee, (i) the due and punctual payment of the principal of of, and premium, if any, and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of of, and premium, if any, and interest on the Notes, to the extent lawful, and the due and punctual payment performance of all other Obligations and due and punctual performance of all obligations of the Issuer Company to the Holders or the Trustee (including without limitation amounts due the Trustee under Section 7.7) all in accordance with the terms of such Note, Note and this Indenture and the Registration Rights AgreementIndenture, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenturethe Guarantee, agrees will agree that its obligations thereunder and hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, Note or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer Company with respect thereto by the Holder of such NoteNote or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. The Company will not permit any of its Restricted Subsidiaries to guarantee or otherwise become contingently liable for any Indebtedness of the Company or any Guarantor without causing such Restricted Subsidiary to issue a Guarantee that ranks in right of payment in relation to the guarantee of such other Indebtedness the same as the ranking in right of payment of the Notes or the Guarantees, as the case may be, in relation to such other Indebtedness. Each Guarantor hereby waives Guarantor, by execution of the Guarantee, will waive diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants will covenant that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof thereof, premium if any, and interest thereonthereon and as provided in Section 9.1 and Section 9.2 or this Article 10. Each Guarantor hereby agrees Guarantor, by execution of the Guarantee, will further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article Six6 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article 6 hereof, the Trustee shall promptly make a demand for payment on the Notes under the Guarantee provided for in this Article 10 and not discharged. A Guarantee shall not be valid or become obligatory for any purpose with respect to a Note until the certificate of authentication on such Note shall have been signed by or on behalf of the Trustee.

Guarantee. Subject to the provisions of this Article TenIndenture and any supplemental indenture hereto, each Guarantor, by execution of this Indenture, jointly IAC hereby irrevocably and severally, unconditionally guarantees (the "Guarantee") to each Holder of a Security outstanding on the date of the First Supplemental Indenture or any Security thereafter authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (i) the due and punctual payment of the principal of (and premium, if any) and interest on each Note, the Securities shall be paid in full when and as the same shall become due and payabledue, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, and ; (ii) in the case of any extension of time of in payment or renewal of any Notes Securities or pursuant to any cure period provisions of such other Obligationsthe Securities or the Indenture, that the same will they shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewalrenewal or cure period; and (iii) all other obligations of the Company under the Securities and the Indenture shall be paid in full when due, whether at stated maturity, by acceleration or otherwise. Each GuarantorFailing payment when due by the Company of any amount so guaranteed, by execution IAC shall be obligated to pay the same. IAC agrees that this is a guarantee of payment and not a guarantee of collection. For the avoidance of doubt, the Guarantee does not extend to nor shall it benefit the Holder of any Security issued under the Indenture other than the Securities, including any Security authorized and issued after the date hereof, unless the terms of such Security specifically make this Indenture, Guarantee applicable thereto and IAC consents to such application. IAC hereby agrees that its obligations hereunder with regard to the Guarantee shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may might otherwise constitute a legal or equitable discharge defense of a surety or such Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in In the event of merger a default in the payment of principal, interest or bankruptcy premium (if any) the Trustee or any Holder of Securities may seek to enforce the IssuerGuarantee against IAC without first proceeding against the Company. If any Holder or the Trustee is required by any court or otherwise to return to either the Company or IAC, or any custodian acting in relation to either the Company or IAC, any right amount paid by the Company or IAC to require a proceeding first against the IssuerTrustee or such Holder, protest or notice with respect the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. IAC agrees that it shall not be entitled to any such Note right of subrogation in relation to the Holders or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to Trustee in respect of any such Note except by obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. The Guarantee is a continuing guarantee and shall remain in full force and effect and shall be binding upon IAC and its successors and assigns until full and final payment of all of principal, interest and premium (if any) under the principal thereof Securities and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on shall inure to the one hand, benefit of the successors and assigns of the Trustee and the Holders and the Trusteeand, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration transfer or assignment of acceleration of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such Obligations transferee or assignee, all subject to the terms and conditions hereof. In the event the Indenture is satisfied and discharged as provided in Article SixX thereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose Trustee will execute any documents reasonably required in order to evidence the release of IAC from its obligations under this Guaranteeguarantee.

Guarantee. Subject The obligations of the Company pursuant to the provisions of Notes and this Article Ten, each Guarantor, by execution of this IndentureIndenture will be fully and unconditionally, jointly and severallyseverally guaranteed on an unsecured senior subordinated basis by Parent (the “Parent Guarantee”), unconditionally guarantees each Restricted Subsidiary of Parent on the Issue Date (other than the Company) organized under the laws of any State or territory in the United States or in Canada or any province or territory thereof, and by all other Restricted Subsidiaries of Parent organized outside the United States or Canada which guarantee other Debt of the Company, any Guarantor or any Restricted Subsidiary (except for Guarantees by Foreign Restricted Subsidiaries of obligations of another Foreign Restricted Subsidiary) (the “Subsidiary Guarantees” and collectively with the Parent Guarantee, the “Note Guarantees”). The Guarantors will guarantee to each Holder (i) the due and punctual payment of the principal of of, premium (if any) and interest on each Note, including additional interest pursuant to the Registration Rights Agreement, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations obligations (including without limitation those pursuant to Section 4.22 hereof) and due and punctual performance of all obligations of the Issuer Company to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, Guarantor agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer Company with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Note Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by each specific Guarantor after giving effect to all of its other contingent and fixed liabilities (including, without limitation, all of its obligations under or with respect to Senior Debt) without rendering such Note Guarantee, as it relates to the applicable Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. A court could also subordinate a Note Guarantee to all other Debt (including guarantees and other contingent liabilities) of the relevant Note Guarantor, and, depending on the amount of such Debt, a Guarantor’s liability on its Note Guarantee could be reduced to zero. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest or notice with respect to any such Note or the Indebtedness Debt evidenced thereby and all demands whatsoever, and covenants that this Note Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof thereof, premium (if any) and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article Six, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Note Guarantee. The Subsidiary Guarantee of any Subsidiary Guarantor may be released pursuant to Section 4.18 or Section 10.03. In the event that Parent (or any other Canadian Guarantor) pays amounts in accordance with its Note Guarantee, in satisfaction of any amounts that may reasonably be regarded as being attributable to interest payable under the Notes, such amounts may be subject to non-resident withholding tax at a rate determined pursuant to the Income Tax Act (Canada) and any applicable income tax treaty to which Canada is a party. Each Guarantor has agreed to gross up any payment made by it pursuant to its Note Guarantee pursuant to Section 4.22. All obligations of each Guarantor to pay any Additional Amounts as described above and in Section 4.22 (and the guarantee thereof by the Company pursuant to Section 4.22(e)) are hereby jointly and severally guaranteed by each other Guarantor (and have been guaranteed by the Company pursuant to Section 4.22(e)). The Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of any Holder under the Subsidiary Guarantees. All obligations of each Guarantor under its Note Guarantee shall be subordinated in accordance with Article Eleven.

Guarantee. Subject From and after the Assumption Date and subject to the provisions of this Article Ten, each Guarantorthe Subsidiary Guarantors, by execution of this the Assumption Date Supplemental Indenture, jointly and severally, unconditionally guarantees guarantee to each Holder (i) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations obligations and due and punctual performance of all obligations of the Issuer Company to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each From and after the Assumption Date, each Subsidiary Guarantor, by execution of this the Assumption Date Supplemental Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer Company with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Subsidiary Guarantor hereby agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article Six, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of any Holder under the Subsidiary Guarantees.

Guarantee. Subject to the provisions of this Article Ten, each GuarantorPerson that becomes a Guarantor in accordance with Section 4.10, by execution of a supplemental indenture to this IndentureIndenture in form and substance satisfactory to the Trustee , jointly and severally, unconditionally guarantees (each, a “Note Guarantee” and collectively, the “Note Guarantees”) to each Holder and the Trustee (i) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of a supplemental indenture to this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note Note, this Indenture or this Indenturethe Registration Rights Agreement, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby Guarantor, by execution of a supplemental indenture to this Indenture, waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby (except as expressly required hereunder, including pursuant to Article Six hereof) and all demands whatsoever, and covenants that this Note Guarantee will shall not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby Guarantor, by execution of a supplemental indenture to this Indenture, agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations obligations guaranteed hereby pursuant to such supplemental indenture may be accelerated as provided in Article Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed herebyby execution of such supplemental indenture, and (ii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article Six, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this the Note Guarantee.

Guarantee. Subject to the provisions of this Article Ten10, each Guarantor, by execution of this Indenture, Guarantor hereby jointly and severally, severally unconditionally guarantees to each Holder and to the Trustee, on behalf of the Holders, (i) the due and punctual payment of the principal of of, and premium, if any, and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest (including Additional Interest) on the overdue principal of of, and premium, if any, and interest on the Notes, to the extent lawful, and the due and punctual payment performance of all other Obligations and due and punctual performance of all obligations of the Issuer Company to the Holders or the Trustee all in accordance with the terms of such Note, Note and this Indenture and the Registration Rights AgreementIndenture, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, Guarantor hereby agrees that its obligations hereunder 91 -84- shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, Note or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer Company with respect thereto by the Holder of such NoteNote or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof thereof, premium if any, and interest thereonthereon and as provided in Section 9.01 hereof. Each Guarantor hereby further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article 6 hereof, the Trustee shall promptly make a demand for payment on the Notes under the Guarantee provided for in this Article 10 and not discharged. The Guarantee set forth in this Section 10.01 shall not be valid or become obligatory for any purpose with respect to a Note until the certificate of authentication on such Note shall have been signed by or on behalf of the Trustee.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly and severally, unconditionally guarantees to each Holder (i) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual 81 88 payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Guarantee. Subject to the provisions of this Article TenEleven, each Guarantorthe Guarantors, by execution of this Indenture, jointly and severally, unconditionally guarantees guarantee to each Holder and to the Trustee solely in its capacity as such (i) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations obligations and due and punctual performance of all obligations of the Issuer Company to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer Company with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article SixSix hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor in a pro rata amount based on the net assets of each Guarantor so long as the exercise of such right does not impair the rights of any Holder under the Guarantees.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly The Guarantor hereby unconditionally and severally, unconditionally irrevocably guarantees to each Holder (i) of a Security authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of of, and premium, if any, and interest and Additional Amounts, if any, on each Note, such Security when and as the same shall become due and payable, whether at maturitythe Stated Maturity, by acceleration declaration of acceleration, call for redemption, or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture Security and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, regardless of any defense, right of set-off or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company 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. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least pari passu with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least pari passu with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note Security or this Indenture, any failure to enforce the provisions of such Security or this Indenture, any extension of time for payment or performance by the Company as provided by such NoteSecurity or this Indenture, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer Company with respect thereto thereto, by the Holder of such Note, Security or the 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, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. Each The Guarantor hereby waives the benefits of diligence, presentment, demand for 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 IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest or notice with respect to any such Note Security or the Indebtedness indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to in respect of any such Note Security except by payment in full complete performance of the principal thereof obligations contained in such Security and interest thereonin this Indenture and in this Guarantee. Each This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor hereby agrees that, as between such Guarantorin the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the one handTrustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders and the Trustee, on the other hand, (i) are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the purposes account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any 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 this GuaranteeIndenture to have been, notwithstanding any stay, injunction paid in full or other prohibition preventing such acceleration otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Obligations guaranteed herebyGuarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and (ii) premium, if any, and interest, if any, on all Securities issued hereunder 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 any 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 any 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 of that any declaration of acceleration of such Obligations as provided in Article Sixpayment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Obligations (whether Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guaranteereturned.

Guarantee. Subject to the provisions of this Article TenX, each Guarantorthe Guarantors, by execution of this Indenture, jointly and severally, unconditionally guarantees guarantee to each Holder Holder, the Collateral Agent and to the Trustee (i) the due and punctual payment of the principal of of, premium, if any, and interest on each Note, when and as the same shall become due and payable, whether at maturityon the Maturity Date, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations obligations and due and punctual performance of all obligations of the Issuer to the Holders Holders, the Collateral Agent or the Trustee all in accordance with the terms of such Note, Note and this Indenture and the Registration Rights Agreement, First Lien Notes Security Documents together with all other Obligations and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise, in each case, to the limitations set forth in Section 10.06. Each Guarantor, by execution of this Indenture, agrees that that, subject only to the applicable provisions, if any, of Section 10.06, its obligations hereunder shall be absolute and unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, Note or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification waiver or indulgence granted to the Issuer consent with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection). Each Guarantor hereby waives (to the extent permitted by law) diligence, presentment, demand for payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six VI for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article SixVI, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or any Holder under the Note Guarantees. Each Guarantor that makes a payment under its Note Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly and severally, The Guarantor hereby unconditionally guarantees to each Holder (i) of a Junior Subordinated Note authenticated and delivered by the Trustee, and to the Trustee on behalf of each such Holder, the due and punctual payment of the principal of (and interest premium, if any) and interest, if any, on each such Junior Subordinated Note, the due and punctual payment of any sinking fund payments and the payment of any additional amounts, each as provided for pursuant to the terms of such Junior Subordinated Note when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture Junior Subordinated Note and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture. In case of the failure of the Company to make any such payment of principal (or premium, if any) or interest, if any, or sinking fund payment or payment of additional amounts, the Guarantor hereby agrees to cause any such payment to be made when and as the same shall become due and payable by acceleration, call for redemption or otherwise, as if such payment were made by the Company. This Guarantee constitutes an unsecured obligation of the Guarantor and shall be subordinated and junior in right of payment to all Senior Indebtedness of the Guarantor, whether outstanding at the date of this Indenture or thereafter incurred. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of any such Junior Subordinated Note or this Indenture, the absence of any failure action to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreementsame, any waiver, modification waiver or indulgence granted to the Issuer with respect thereto consent by the Holder of such NoteJunior Subordinated Note or by the Trustee with respect to any provisions thereof or of this 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 such Guarantorguarantor. Each The Guarantor hereby waives the benefits of division and discussion, diligence, presentment, demand for of payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest or notice with respect to any such Junior Subordinated Note or the Indebtedness indebtedness evidenced thereby or with respect to any sinking fund payment required pursuant to the terms of such Junior Subordinated Note and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full complete performance of the principal thereof obligations contained in the Junior Subordinated Notes and interest thereonin the Guarantees. Each Guarantor hereby agrees that, as between such The Guarantees are guarantees of payment and not of collection. If the Trustee or the Holder of any Junior Subordinated Note is required by any court or otherwise to return to the Company or the Guarantor, on or any custodian, receiver, liquidator, trustee, sequestrator or other similar official acting in relation to the one handCompany or the Guarantor, and any amount paid to the Holders and the TrusteeTrustee or such Holder in respect of a Junior Subordinated Note, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stayto the extent theretofore discharged, injunction or other prohibition preventing such acceleration shall be reinstated in full force and effect. The Guarantor shall be subrogated to all rights of the Holders of the Junior Subordinated Notes of a particular series against the Company in respect of any amounts paid by the Obligations guaranteed herebyGuarantor on account or such Junior Subordinated Note pursuant to the provisions of the Guarantees or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and (iipremium, if any) in the event of any declaration of acceleration and interest, if any, on all Junior Subordinated Notes of such Obligations as provided series issued hereunder shall have been paid in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guaranteefull.

Guarantee. Subject to the provisions of this Article TenEleven, each Guarantorthe Guarantors, by execution of this Indenture, jointly and severally, unconditionally guarantees guarantee to each Holder and to the Trustee solely in its capacity as such (i) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations obligations and due and punctual performance of all obligations of the Issuer Company to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability enforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer Company with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article SixSix hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor in a pro rata amount based on the net assets of each Guarantor so long as the exercise of such right does not impair the rights of any Holder under the Guarantees.

Guarantee. Subject to the provisions of this Article Ten10, each Guarantor, by execution of this Indenturethe Guarantee, will jointly and severally, severally unconditionally guarantees guarantee to each Holder and to the Trustee, (i) the due and punctual payment of the principal of of, and premium, if any, and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of of, and premium, if any, and interest on the Notes, to the extent lawful, and the due and punctual payment performance of all other Obligations and due and punctual performance of all obligations of the Issuer Issuers to the Holders or the Trustee (including without limitation amounts due the Trustee under Section 7.07) all in accordance with the terms of such Note, Note and this Indenture and the Registration Rights AgreementIndenture, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenturethe Guarantee, agrees will agree that its obligations thereunder and hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, Note or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer Issuers with respect thereto by 91 -83- the Holder of such NoteNote or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives Guarantor, by execution of the Guarantee, will waive diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the IssuerIssuers, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants will covenant that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof thereof, premium if any, and interest thereonthereon and as provided in Section 9.01 hereof. Each Guarantor hereby agrees Guarantor, by execution of the Guarantee, will further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article 6 hereof, the Trustee shall promptly make a demand for payment on the Notes under the Guarantee provided for in this Article 10 and not discharged. A Guarantee shall not be valid or become obligatory for any purpose with respect to a Note until the certificate of authentication on such Note shall have been signed by or on behalf of the Trustee.

Guarantee. Subject to the provisions of this Article TenTwelve, each Guarantor, by execution of this Indenturethe Guarantors hereby agrees, jointly and severally, to unconditionally guarantees guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ia) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due due, whether at Stated Maturity, by acceleration, redemption, purchase or performed in accordance with the terms otherwise, and (b) all other obligations of the extension Company to the Holders or renewalthe Trustee under this Indenture and the Notes will be fully and punctually performed within the grace period set forth in Section 6.01(c), at stated maturityif applicable. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, by acceleration or otherwisethe Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor, by execution of this Indenture, Guarantor agrees that its this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be absolute and unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of any such Note the Notes or this Indenture, the absence of any failure action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any such Note, this Indenture or judgment against the Registration Rights AgreementCompany, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto by the Holder of such Note, same or any other circumstances circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or such Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand for of payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest or protest, notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Subsidiary Guarantee will shall not be discharged as except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any such Note except by right of subrogation in relation to the Holders of Notes in respect of any obligations guaranteed hereby until payment in full of the principal thereof and interest thereonall obligations guaranteed hereby. Each Guarantor hereby further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ix) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Obligations obligations as provided in Article Six, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each such Guarantor for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee. In case any provision of any Subsidiary Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. As used in this Section 12.01, the term “Trustee” shall also include each of the Paying Agent, Registrar and Transfer Agent, as applicable.

Guarantee. Subject to the provisions of this Article TenSix, each Guarantor, by execution of this Eleventh Supplemental Indenture, jointly and severally, unconditionally guarantees to each Holder (ia) the due and punctual payment of the principal of of, premium, interest and interest additional amounts, if any, on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of of, premium, if any, and, to the extent permitted by law, interest and interest additional amounts, if any, on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture Note and the Registration Rights AgreementIndenture, and (iib) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Eleventh Supplemental Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this the Indenture, any failure to enforce the provisions of any such Note, this Indenture Note or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof thereof, interest and interest additional amounts, if any, thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (ia) subject to this Article Six, the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six Seven for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (iib) in the event of any declaration of acceleration of such Obligations as provided in Article SixSeven, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly and severally, unconditionally guarantees (each, a “Note Guarantee” and collectively, the “Note Guarantees”) to each Holder (i) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights AgreementIndenture, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Note Guarantee will shall not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Note Guarantee.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly Bermuda Holdings hereby irrevocably and severally, --------- fully and unconditionally guarantees to each Holder (i) of a Senior Note authenticated and delivered by the Trustee the due and punctual payment of the principal of and any premium and interest on each Notesuch Senior Note (and any Additional Amounts payable in respect thereof), when and as the same shall become due and payable, whether at maturitythe Stated Maturity, by acceleration declaration of acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture Senior Note and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, . Bermuda Holdings hereby agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Senior Note or this Indenture, any failure to enforce the provisions of any such Note, Senior Note or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer with respect thereto thereto, by the Holder of such Noteany Senior Note or the Trustee, any merger or consolidation by the Issuer or any sale, lease or other disposition of all or substantially all of the assets of the Issuer, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such Guarantorwaiver, modification or indulgence shall, without the consent of Bermuda Holdings, increase the principal amount of a Senior Note or the interest rate thereon or increase any premium payable upon redemption thereof. Each Guarantor Bermuda Holdings hereby waives diligence, presentment, demand for of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any such Senior Note or the Indebtedness indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as with respect to any such Senior Note except by payment in full of the principal thereof and any premium and interest thereonthereon (and any Additional Amounts payable in respect thereof) or as provided in Article 11. Each Guarantor hereby Bermuda Holdings further agrees that, as between such GuarantorBermuda Holdings, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity Maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six 4 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (ii) . Bermuda Holdings shall be subrogated to all rights of each Holder of Senior Notes against the Issuer in the event respect of any declaration of acceleration of amounts paid to such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable Holder by each Guarantor for Bermuda Holdings pursuant to the purpose provisions of this Guarantee; provided, however, that Bermuda Holdings 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 on (and any Additional Amounts payable in respect thereof) shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of Bermuda Holdings shall have any personal liability under the Guarantee set forth in this Section 12.1 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantee set forth in this Section 12.1 shall not be valid or become obligatory for any purpose with respect to a Senior Note until the certificate of authentication on such Senior Note shall have been signed by or on behalf of the Trustee.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this IndentureAgreement, jointly and severally, unconditionally guarantees (each, a “Note Guarantee” and collectively, the “Note Guarantees”) to each Holder of a Note (i) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations of the Company to the Holders or the Administrative Agent and due and punctual performance of all obligations of the Issuer Company to the Holders or the Trustee Administrative Agent all in accordance with the terms of such Note, Note and this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this IndentureAgreement, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this IndentureAgreement, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer Company with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or a bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Note Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the TrusteeAdministrative Agent, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Note Guarantee. Notwithstanding anything in this Agreement to the contrary, (i) no Guarantor shall guarantee the Notes unless such Guarantor shall also guarantee the 8.875% Notes and (ii) each of TIP and the Company hereby agrees that it will not permit a Subsidiary to guarantee, or otherwise become liable with respect to, the 8.875% Notes unless such entity also guarantees the Notes.

Guarantee. Subject to the provisions of this Article Ten10, each Guarantor, by execution of the Guarantee (and in the case of Xxxxxx Xxxxx execution of this IndentureIndenture shall be deemed execution of its Guarantee for any and all purposes), will jointly and severally, severally unconditionally guarantees guarantee to each Holder and to the Trustee, on behalf of the Holders, (i) the due and punctual payment of the principal of of, and premium, if any, and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of of, and premium, if any, and interest on the Notes, to the extent lawful, and the due and punctual payment performance of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, Note and this Indenture and the Registration Rights AgreementIndenture, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenturethe Guarantee, agrees will agree that its obligations thereunder and hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, Note or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such NoteNote or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives Guarantor, by execution of the Guarantee, will waive diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, 105 and covenants will covenant that this the Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof thereof, premium if any, and interest thereonthereon and as provided in Section 9.1 hereof. Each Guarantor hereby agrees Guarantor, by execution of the Guarantee, will further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby by the Guarantee may be accelerated as provided in Article Six 6 hereof for the purposes of this the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed herebythereby, and (ii) ii in the event of any declaration of acceleration of such Obligations as provided in Article Six6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article 6 hereof, the Trustee shall promptly make a demand for payment on the Notes under the Guarantee provided for in this GuaranteeArticle 10 and not discharged. Failure to make such demand shall not affect the validity or enforceability of the Guarantee upon any Guarantor. A Guarantee shall not be valid or become obligatory for any purpose with respect to a Note unless the certificate of authentication on such Note shall have been signed by or on behalf of the Trustee.

Guarantee. Subject to the provisions of this Article TenThe Assuming Guarantor hereby unconditionally guarantees, each Guarantoron a senior unsecured basis, by execution of this Indenture, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors, irrespective of: (i) the due validity and punctual payment enforceability of the Indenture, the Notes or the obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder; or (ii) the absence of any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or default of a Guarantor, that: (a) the principal of and of, premium, if any, interest on each Noteand Additional Amounts, if any, with respect to the Notes will be duly and punctually paid in full when and as the same shall become due and payabledue, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, (to the extent lawfulpermitted by law) interest on or Additional Amounts, if any, with respect to the Notes and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer Company or any Guarantor to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 of the Indenture) and all other obligations under the Indenture or the Notes will be promptly paid in full or performed, all in accordance with the terms of such Note, this Indenture hereof and the Registration Rights Agreement, thereof; and (iib) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Each Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, the Assuming Guarantor will be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under the Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes or the Trustee to accelerate the obligations of the Assuming Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. The Assuming Guarantor, by execution of this IndentureGuarantee, agrees that its obligations hereunder shall be absolute and unconditional, irrespective ofof the validity, and shall be unaffected byregularity or enforceability of the Indenture or the Notes, any invalidity, irregularity or unenforceability the absence of any such Note or this Indenture, any failure action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any such Noteother Guarantor, this Indenture or the Registration Rights Agreementrecovery of any judgment against the Company, any waiveraction to enforce the same, modification whether or indulgence granted not a Guarantee is affixed to the Issuer with respect thereto by the Holder of such any particular Note, or any other circumstances circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or such Guarantor. Each Guarantor hereby The Assuming Guarantor, by execution of this Guarantee, waives the benefit of diligence, presentment, demand for of payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest or protest, notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this the Guarantee will shall not be discharged as except by complete performance of the obligations contained in the Notes, the Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Note except Guarantor, any amount paid by payment the Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full of the principal thereof force and interest thereoneffect. Each The Assuming Guarantor hereby further agrees that, as between such Guarantorit, on the one hand, and the Holders and the Trustee, on the other hand, (ia) subject to Article Ten of the Indenture, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (iib) in the event of any declaration of acceleration of such Obligations obligations as provided in Article SixSix of the Indenture, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each the Assuming Guarantor for the purpose of this Guarantee. This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No shareholder, officer, director, employee or incorporator, past, present or future, of the Assuming Guarantor, as such shall have any personal liability under this Guarantee by reason of his, her or its status as such shareholder, officer, director, employee or incorporator.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly BI hereby fully and severally, unconditionally guarantees to each Holder (i) of a Note authenticated and delivered by the Trustee, and to the Trustee on behalf of each such Holder, the due and punctual payment of the principal of and interest on each such Note, and the due and punctual payment of any redemption payment with respect to such Note, when and as the same shall become due and payable, whether at maturityStated Maturity, by upon redemption, upon acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, according to the extent lawful, terms thereof and of this Indenture (the due and punctual payment "Guarantee Obligations"). In case of all other Obligations and due and punctual performance of all obligations the failure of the Issuer punctually to the Holders pay any such principal, interest or the Trustee all in accordance with the terms of redemption payment, BI hereby agrees to cause any such Note, this Indenture payment to be made punctually when and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that as the same will be promptly paid in full when shall become due or performed in accordance with the terms and payable, whether at Stated Maturity, upon redemption, upon declaration of the extension or renewal, at stated maturity, by acceleration or otherwise, as if such payment were made by the Issuer. Each Guarantor, by execution of this Indenture, BI hereby agrees that its obligations Guarantee Obligations hereunder shall be as if it were principal debtor and not merely surety and shall be absolute and unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of any such Note or this Indenture, the absence of any failure action to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreementsame, any waiver, modification waiver or indulgence granted to the Issuer with respect thereto consent by the Holder of any such NoteNote with respect to any provisions thereof, the recovery of any judgment against the Issuer or any action to enforce the same, or any other circumstances circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or such Guarantorguarantor. Each Guarantor BI hereby waives diligence, presentment, demand for of payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or protest, notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this its Guarantee will not be discharged as to any except by complete performance of its obligations contained in such Note except by payment and in full of this Guarantee. BI agrees, to the principal thereof and interest thereon. Each Guarantor hereby agrees fullest extent that it may lawfully do so, that, as between such GuarantorBI, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six 8 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (ii) . BI shall be subrogated to all rights of the Holders of the Notes against the Issuer in the event respect of any declaration of acceleration amounts paid by BI on account of such Obligations as provided in Article SixNotes or this Indenture; provided, however, that BI shall not be entitled to enforce or to receive any payments arising out of, or based upon, such Obligations (whether or not due right of subrogation until the principal of and payable) interest, if any, on all such Notes shall forthwith become due and payable by each Guarantor for the purpose of this Guaranteehave been paid in full.

Guarantee. Subject to the provisions of this Article TenThe New Guarantor hereby unconditionally guarantees, each Guarantoron a senior unsecured basis, by execution of this Indenture, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors, irrespective of: (i) the due validity and punctual payment enforceability of the Indenture, the Notes or the obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder; or (ii) the absence of any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or default of a Guarantor, that: (a) the principal of and of, premium, if any, interest on each Noteand Additional Amounts, if any, with respect to the Notes will be duly and punctually paid in full when and as the same shall become due and payabledue, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, (to the extent lawfulpermitted by law) interest on or Additional Amounts, if any, with respect to the Notes and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer Company or any Guarantor to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 of the Indenture) and all other obligations under the Indenture or the Notes will be promptly paid in full or performed, all in accordance with the terms of such Note, this Indenture hereof and the Registration Rights Agreement, thereof; and (iib) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Each Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, the New Guarantor will be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under the Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes or the Trustee to accelerate the obligations of the New Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. The New Guarantor, by execution of this IndentureGuarantee, agrees that its obligations hereunder shall be absolute and unconditional, irrespective ofof the validity, and shall be unaffected byregularity or enforceability of the Indenture or the Notes, any invalidity, irregularity or unenforceability the absence of any such Note or this Indenture, any failure action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any such Noteother Guarantor, this Indenture or the Registration Rights Agreementrecovery of any judgment against the Company, any waiveraction to enforce the same, modification whether or indulgence granted not a Guarantee is affixed to the Issuer with respect thereto by the Holder of such any particular Note, or any other circumstances circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or such Guarantor. Each Guarantor hereby The New Guarantor, by execution of this Guarantee, waives the benefit of diligence, presentment, demand for of payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest or protest, notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this the Guarantee will shall not be discharged as except by complete performance of the obligations contained in the Notes, the Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Note except Guarantor, any amount paid by payment the Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full of the principal thereof force and interest thereoneffect. Each The New Guarantor hereby further agrees that, as between such Guarantorit, on the one hand, and the Holders and the Trustee, on the other hand, (ia) subject to Article Ten of the Indenture, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (iib) in the event of any declaration of acceleration of such Obligations obligations as provided in Article SixSix of the Indenture, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each the New Guarantor for the purpose of this Guarantee. This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No shareholder, officer, director, employee or incorporator, past, present or future, of the New Guarantor, as such shall have any personal liability under this Guarantee by reason of his, her or its status as such shareholder, officer, director, employee or incorporator.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly and severally, unconditionally guarantees to each Holder (i) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer Company to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer Company with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article SixSix hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Guarantee. Subject to the provisions of this Article Ten‎ARTICLE 11, each Guarantor, by execution of this Indenturethe Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder: (ia) the due performance and full and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payabledue, whether at maturity, by acceleration or otherwise, of all obligations of the due Issuers under this Indenture and punctual the Notes, whether for payment of interest on the overdue principal of and or interest on the Notes, to the extent lawfulexpenses, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders indemnification or the Trustee all in accordance with otherwise, on the terms of such Note, set forth in this Indenture and the Registration Rights Agreement, Indenture; and (iib) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor, by execution of this Indenture, Guarantor agrees that its this is a guarantee of payment and not a guarantee of collection. 133 The Guarantors hereby agree that their obligations hereunder shall be absolute and unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of any such Note the Notes or this Indenture, the absence of any failure action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any such Note, this Indenture or judgment against the Registration Rights AgreementIssuers, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto by the Holder of such Note, same or any other circumstances circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or such Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand for of payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the IssuerIssuers, protest or protest, notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this Guarantee will shall not be discharged as to any such Note except by payment complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full of the principal thereof force and interest thereoneffect. Each Guarantor hereby also agrees to pay any and all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this ‎Section 11.01. Each Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ix) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six ‎ARTICLE 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Obligations obligations as provided in Article Six‎Article 6 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor the Guarantors for the purpose of this Guarantee. Any Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a voidable preference, fraudulent transfer or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to the provisions of this Article Ten, each GuarantorPerson that becomes a Guarantor in accordance with Section 4.06, by execution of a supplemental indenture to this IndentureIndenture in form and substance satisfactory to the Trustee , jointly and severally, unconditionally guarantees (each, a “Note Guarantee” and collectively, the “Note Guarantees”) to each Holder and the Trustee (i) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, Note and this Indenture and the Registration Rights AgreementIndenture, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of a supplemental indenture to this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, Note or this Indenture or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby Guarantor, by execution of a supplemental indenture to this Indenture, waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby (except as expressly required hereunder, including pursuant to Article Six hereof) and all demands whatsoever, and covenants that this Note Guarantee will shall not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.interest

Guarantee. Subject to the provisions of this Article TenSix, each Guarantor, by execution of this Tenth Supplemental Indenture, jointly and severally, unconditionally guarantees to each Holder (ia) the due and punctual payment of the principal of of, premium, if any, and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and of, premium, if any, and, to the extent permitted by law, interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture Note and the Registration Rights AgreementIndenture, and (iib) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Tenth Supplemental Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this the Indenture, any failure to enforce the provisions of any such Note, this Indenture Note or the Registration Rights AgreementIndenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof thereof, and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (ia) subject to this Article Six, the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six Seven for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (iib) in the event of any declaration of acceleration of such Obligations as provided in Article SixSeven, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Guarantee. Subject to the provisions of this Article TenARTICLE 14, each Guarantor, by execution of this Indenture, the Guarantors hereby jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ia) the due and punctual payment of the principal Principal of and interest Interest on each Note, the Notes will be promptly paid in full when and as the same shall become due and payabledue, whether at maturity, by acceleration acceleration, redemption, repurchase or otherwise, the any other amounts due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent if any, if lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer Company to the Holders Holders, the Trustee or the Trustee Collateral Agent hereunder or thereunder or under the Collateral Documents will be promptly paid in full or performed, all in accordance with the terms of such Note, this Indenture hereof and the Registration Rights Agreement, thereof; and (iib) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately, whether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to ARTICLE 7 hereof. Each Guarantor, by execution of this Indenture, Guarantor agrees that its this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be absolute and unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of any such Note the Notes or this Indenture, the absence of any failure action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any such Note, this Indenture or judgment against the Registration Rights AgreementCompany, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto by the Holder of such Note, same or any other circumstances circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or such Guarantor. Each Guarantor hereby waives and relinquishes diligence, presentment, demand for of payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest or protest, notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Note Guarantee will shall not be discharged as except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder, the Trustee or the Collateral Agent is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee, such Holder, or the Collateral Agent, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any such Note except by right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of the principal thereof and interest thereonall obligations guaranteed hereby. Each Guarantor hereby further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ix) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six ARTICLE 7 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Obligations obligations as provided in Article SixARTICLE 7 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.