Common use of NOTATION OF GUARANTEE Clause in Contracts

NOTATION OF GUARANTEE. Each of the undersigned (the “Guarantors”) hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture dated as of February [24], 2012 by and among Xxxxxxx Xxxx Homes, Inc., as issuer, the Guarantors, as guarantors, and U.S. Bank National Association, as Note Trustee and Collateral Trustee (as amended, restated or supplemented from time to time, the “Indenture”), and subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and interest on the Notes, to the extent lawful, and the due and punctual payment of all Obligations and due and punctual performance of all other obligations of the Issuer to the Holders, the Note Trustee or the Collateral Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in 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. The obligations of the Guarantors to the Holders, to the Note Trustee and to the Collateral Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Note to which this Guarantee is endorsed, by accepting such Note, agrees to and shall be bound by such provisions. To the extent that any provision of this Guarantee conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern.

NOTATION OF GUARANTEE. Each of For value received, the undersigned Guarantor (which term includes any successor Person under the “Guarantors”Indenture) hereby jointly has fully and severally unconditionally guaranteesguaranteed, to the extent set forth in the Indenture dated as of February [24]Indenture, 2012 by and among Xxxxxxx Xxxx Homes, Inc., as issuerthe Company, the Guarantors, as guarantors, Guarantor and U.S. Bank National Association, as Note the Trustee and Collateral Trustee (as amended, restated or supplemented from time to time, the “Indenture”), and subject to the provisions in the Indenture and the terms of the IndentureSecurities, (a) the due and punctual payment in full when due of the principal of, and premiuminterest on, if anythe Securities, the Fundamental Change Purchase Price, the Settlement Amount, and interest on the Notes, when and as the same shall become all other amounts due and payable, whether at maturity, by acceleration or otherwise, payable under the due and punctual payment of interest on overdue principal of, and premium and interest on the Notes, to the extent lawful, Indenture and the due and punctual payment of all Obligations and due and punctual performance of all other obligations of Securities by the Issuer to the Holders, the Note Trustee or the Collateral Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, Company and (b) in case of any extension of time of payment or renewal of any Notes Obligations (with or any of such other obligationswithout notice to the Guarantor), 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 maturityMaturity, by acceleration or otherwise. The obligations of the Guarantors Guarantor to the Holders, to the Note Trustee Holders of Securities and to the Collateral Trustee pursuant to this the Guarantee and the Indenture are expressly set forth in Article Ten 16 of the Indenture, Base Indenture and Article 10 of the Supplemental Indenture and reference is hereby made to the Indenture for the precise terms and limitations of this the Guarantee. Each Holder of the Note to which this Guarantee is endorseda Security, by accepting such Notethe same, agrees to and shall be bound by such provisions. To PENNYMAC MORTGAGE INVESTMENT TRUST Attest: By: Name: Name: Title: Title: ATTACHMENT 1 [FORM OF NOTICE OF EXCHANGE] To: PennyMac Corp. The undersigned Holder of this Security hereby irrevocably exercises the extent option to exchange this Security, or a portion hereof (which is such that the principal amount of the portion of this Security that will not be exchanged equals $1,000 or an integral multiple of $1,000 in excess thereof) below designated, into cash, Common Shares or a combination of cash and Common Shares, at the Company’s election, in accordance with the terms of the Indenture referred to in this Security, and directs that any provision cash payable and any Common Shares issuable and deliverable upon such exchange, together with and any cash in lieu of this Guarantee conflicts with fractional shares, and any Securities representing any unexchanged principal amount hereof, be issued and/or delivered and/or paid, as the express provisions of case may be, to the registered Holder hereof unless a different name is indicated below. Subject to certain exceptions set forth in the Indenture, if this notice is being delivered on a date after the provisions Close of Business on a Regular Record Date and prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, this notice must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security to be exchanged. If any Common Shares are to be issued or any portion of this Security not exchanged are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect to such issuance and transfer as set forth in the Indenture. Principal amount to be exchanged (in an integral multiple of $1,000, if less than all): Signature(s) Signature(s) must be guaranteed by an institution which is a member of one of the Indenture shall govern.following recognized signature Guarantee Programs:

NOTATION OF GUARANTEE. Each of As more fully set forth in the undersigned (the “Guarantors”) hereby jointly and severally unconditionally guaranteesIndenture, to the extent set forth in permitted by law, each of the Indenture dated as of February [24], 2012 by and among Xxxxxxx Xxxx Homes, Inc., as issuer, the Guarantors, as guarantors, and U.S. Bank National Association, as Note Trustee and Collateral Trustee (as amended, restated or supplemented Guarantors from time to time, the “Indenture”), and subject to the provisions in accordance with Article X of the Indenture, unconditionally and jointly and severally guarantees, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (a) the due and punctual payment of the principal of, and premium, if any, Liquidated Damages, if any, and interest on the Notes, Notes will be duly and punctually paid in full when and as the same shall become due and payabledue, whether at maturity, by acceleration acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer, upon a Selmer Notes Redemption Offer or otherwise, the due and punctual payment of interest on overdue principal of, and premium premium, if any, Liquidated Damages, if any and interest on the Notes, (to the extent lawful, permitted by law and the due Indenture) interest on any interest, if any, on the Notes and punctual payment of all Obligations and due and punctual performance of all other obligations of the Issuer Company to the Holders, the Note Trustee Holders or the Collateral TrusteeTrustee hereunder or under the Notes (including fees, expenses or other) will be promptly paid in full or performed, all in accordance with the terms set forth in Article Ten of the Indenture, hereof; and (b) in 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 acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer, upon a Selmer Notes Redemption Offer or otherwise. , provided, however, that The obligations of Selmer Company, Inc., Xxxxxxx Musical Instruments, Inc., The Steinway Piano Company, Inc., Steinway, Inc., The SMI Trust, S&B Retail, Inc., Boston Piano Company, Inc., The O.S. Xxxxx Corporation, The O.S. Xxxxx Company, United Musical Instruments Holdings, Inc. and United Musical Instruments USA, Inc. have irrevocably and unconditionally guaranteed on a senior basis the Guarantors to the Holders, to the Note Trustee and to the Collateral Trustee pursuant to this Guarantee and the Indenture are expressly set forth Obligations (as defined in Article Ten Section 10.1 of the Indenture, and reference is hereby made ) only to the extent: (1) the indebtedness represented by the Guarantee may be incurred pursuant to Section 4.09 of the Selmer Indenture; (2) the investment represented by the Guarantee may be made pursuant to Section 4.07 of the Selmer Indenture; (3) the Guarantee is a transaction permitted under Section 4.11 of the Selmer Indenture; and (4) the Guarantee is otherwise permitted by the Selmer Indenture; in each case, so long as the Selmer Indenture for is applicable, if at all; and, if the precise Selmer Notes are deemed to be no longer outstanding pursuant to the terms and limitations of this the Selmer Indenture, including as a result of the redemption of all of the outstanding Selmer Notes, then there shall be no such limit on such Guarantee. Each Holder When a successor assumes all the obligations of its predecessor under the Note to which this Guarantee is endorsed, by accepting such Note, agrees to Notes and shall be bound by such provisions. To the extent that any provision of this Guarantee conflicts with the express provisions of the Indenture, the provisions of the Indenture shall governpredecessor will be released from those obligations.

NOTATION OF GUARANTEE. Each of the undersigned (the “Guarantors”) hereby jointly and severally unconditionally guarantees, to the extent As more fully set forth in the Indenture dated as Indenture, each of February [24], 2012 by and among Xxxxxxx Xxxx Homes, Inc., as issuer, the Guarantors, as guarantors, and U.S. Bank National Association, as Note Trustee and Collateral Trustee (as amended, restated or supplemented Guarantors from time to time, the “Indenture”), and subject to in accordance with the provisions of the Indenture, shall irrevocably and unconditionally and jointly and severally guarantee, in accordance with Article XI of the Indenture, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (a) the due and punctual payment of the principal of, and premium, if any, Liquidated Damages, if any, and interest on the Notes, Notes will be paid on a senior subordinated basis in full when and as the same shall become due and payabledue, whether at maturitythe Maturity Date or Interest Payment Date, by acceleration acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise, the due and punctual payment of interest on overdue principal of, and premium and interest on the Notes, to the extent lawful, and the due and punctual payment of all Obligations and due and punctual performance of ; (b) all other obligations of the Issuer Company to the Holders, the Note Trustee Holders or the Collateral TrusteeTrustee under the Indenture or under the Notes (including fees, expenses or other) will be promptly paid in full or performed, all in accordance with the terms set forth in Article Ten of the Indenture, Indenture and the Notes; and (bc) in 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 acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise. The obligations of the Guarantors each Guarantor under its Guarantee are subordinated in right of payment to the Holders, to the Note Trustee and to the Collateral Trustee pursuant to this Guarantee and the Indenture are expressly prior payment in full of all obligations in respect of Senior Debt of such Guarantor as set forth in Section 11.5 and Article Ten XII of the Indenture and shall cease to apply, and shall be null and void, with respect to any Guarantor who, pursuant to Article XI of the Indenture, and reference is hereby made released from its Guarantee or whose Guarantee otherwise ceases to be applicable pursuant to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Note to which this Guarantee is endorsed, by accepting such Note, agrees to Indenture. When a successor assumes all the obligations of its predecessor under the Notes and shall be bound by such provisions. To the extent that any provision of this Guarantee conflicts with the express provisions of the Indenture, the provisions of the Indenture shall governpredecessor will be released from those obligations.

NOTATION OF GUARANTEE. Each The Guarantors listed below (hereinafter referred to as the "Guarantors," which term includes any successors or assigns under the Agreement, dated the date hereof, among the Company, the Guarantors named therein, HealthCare Royalty Partners II, L.P., HCRP Overflow Fund, L.P. and MOLAG Healthcare Royalty, LLC, each as Holder (each a "Holder" and collectively, "Holders") (the "Agreement")), have jointly, severally, irrevocably and unconditionally guaranteed on a senior unsubordinated basis the Guarantee Obligations (as defined in Section 12.01 of the undersigned (the “Guarantors”) hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture dated as of February [24], 2012 by and among Xxxxxxx Xxxx Homes, Inc., as issuer, the Guarantors, as guarantors, and U.S. Bank National Association, as Note Trustee and Collateral Trustee (as amended, restated or supplemented from time to time, the “Indenture”Agreement), and subject to the provisions of the Indenture, which include (ai) the due and punctual payment and/or full performance of the principal of, and premium, if anywith respect to, and interest on on, the 8.0% Convertible Senior Notes due 2019 (the "Notes, when and as the same shall become due and payable"), whether at maturity, by acceleration acceleration, upon redemption, upon conversion or otherwise, the due and punctual payment of interest on the overdue principal of, and premium and (to the extent permitted by law) interest on any interest on the Notes, to the extent lawful, and the due and punctual payment of all Obligations and due and punctual performance of all other obligations of the Issuer Company, to the Holders, the Note Trustee or the Collateral Trustee, Holders all in accordance with the terms set forth in Article Ten 12 of the IndentureAgreement, and (bii) in 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, whether at stated maturity, by acceleration acceleration, call for redemption or otherwise. The obligations of the Guarantors to the Holders, to the Note Trustee and to the Collateral Trustee Holders pursuant to this Guarantee and the Indenture Agreement are expressly set forth in Article Ten 12 of the Indenture, Agreement and reference is hereby made to the Indenture such Agreement for the precise terms and limitations of this Guarantee. Each Holder No past, present or future trustee, officer, employee, incorporator or shareholder (direct or indirect) of the Guarantors (or any such successor entities), as such, shall have any liability for any obligations of the Guarantors under this Guarantee or the Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. The Guarantors as principal obligors and as separate and independent obligations and liability from their other obligations and liabilities under the Agreement jointly and severally agree to indemnify and keep indemnified each Holder in full and on demand in respect of the performance and discharge of the Guarantee Obligations (except where the Company's failure to perform or discharge the Guarantee Obligations results from such Holder's failure to comply with its obligations under the Agreement or the Company contesting any payment or part of a payment in good faith). This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantors and their successors and assigns until full and final payment of all of the Company's obligations under the Notes and Agreement or until legally discharged in accordance with the Agreement and shall inure to the benefit of the successors and assigns of the Holders, and, in the event of any transfer or assignment of rights by any Holder, 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 is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note to upon which this Guarantee is endorsed, noted shall have been executed by accepting such Note, agrees to the Company under the Agreement by the manual or facsimile signature of one of its authorized officers. THE TERMS OF ARTICLE 12 OF THE AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Agreement unless otherwise indicated. This document has been executed as a deed and shall be bound by such provisions. To is delivered and takes effect on the extent that any provision of this Guarantee conflicts with the express provisions of the Indenture, the provisions of the Indenture shall governdate stated below.

NOTATION OF GUARANTEE. Each of For value received, the undersigned Guarantor (which term includes any successor Person under the “Guarantors”Indenture) hereby jointly has fully and severally unconditionally guaranteesguaranteed, to the extent set forth in the Indenture dated as of February [24]Indenture, 2012 by and among Xxxxxxx Xxxx Homes, Inc., as issuerthe Company, the Guarantors, as guarantors, Guarantor and U.S. Bank National Association, as Note the Trustee and Collateral Trustee (as amended, restated or supplemented from time to time, the “Indenture”), and subject to the provisions in the Indenture and the terms of the IndentureSecurities, (a) the due and punctual payment in full when due of the principal of, and premiuminterest on, if anythe Securities, the Fundamental Change Purchase Price, the Settlement Amount, and interest on the Notes, when and as the same shall become all other amounts due and payable, whether at maturity, by acceleration or otherwise, payable under the due and punctual payment of interest on overdue principal of, and premium and interest on the Notes, to the extent lawful, Indenture and the due and punctual payment of all Obligations and due and punctual performance of all other obligations of Securities by the Issuer to the Holders, the Note Trustee or the Collateral Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, Company and (b) in case of any extension of time of payment or renewal of any Notes Obligations (with or any of such other obligationswithout notice to the Guarantor), 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 maturityMaturity, by acceleration or otherwise. The obligations of the Guarantors Guarantor to the Holders, to the Note Trustee Holders of Securities and to the Collateral Trustee pursuant to this the Guarantee and the Indenture are expressly set forth in Article Ten 16 of the Indenture, Base Indenture and Article 10 of the Supplemental Indenture and reference is hereby made to the Indenture for the precise terms and limitations of this the Guarantee. Each Holder of the Note to which this Guarantee is endorseda Security, by accepting such Notethe same, agrees to and shall be bound by such provisions. To PENNYMAC MORTGAGE INVESTMENT TRUST Attest: Name: Title: By: Name: Title: ATTACHMENT 1 [FORM OF NOTICE OF EXCHANGE] To: PennyMac Corp. The undersigned Holder of this Security hereby irrevocably exercises the extent option to exchange this Security, or a portion hereof (which is such that the principal amount of the portion of this Security that will not be exchanged equals $1,000 or an integral multiple of $1,000 in excess thereof) below designated, into cash, Common Shares or a combination of cash and Common Shares, at the Company’s election, in accordance with the terms of the Indenture referred to in this Security, and directs that any provision cash payable and any Common Shares issuable and deliverable upon such exchange, together with and any cash in lieu of this Guarantee conflicts with fractional shares, and any Securities representing any unexchanged principal amount hereof, be issued and/or delivered and/or paid, as the express provisions of case may be, to the registered Holder hereof unless a different name is indicated below. Subject to certain exceptions set forth in the Indenture, if this notice is being delivered on a date after the provisions Close of Business on a Regular Record Date and prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, this notice must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security to be exchanged. If any Common Shares are to be issued or any portion of this Security not exchanged are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect to such issuance and transfer as set forth in the Indenture. Principal amount to be exchanged (in an integral multiple of $1,000, if less than all): Signature(s) Signature(s) must be guaranteed by an institution which is a member of one of the Indenture shall govern.following recognized signature Guarantee Programs:

NOTATION OF GUARANTEE. Each of For value received, the undersigned Guarantor (which term includes any successor Person under the “Guarantors”Indenture) hereby jointly has fully and severally unconditionally guaranteesguaranteed, to the extent set forth in the Indenture dated as of February [24]Indenture, 2012 by and among Xxxxxxx Xxxx Homes, Inc., as issuerthe Company, the Guarantors, as guarantors, Guarantor and U.S. Bank National Association, as Note the Trustee and Collateral Trustee (as amended, restated or supplemented from time to time, the “Indenture”), and subject to the provisions in the Indenture and the terms of the IndentureSecurities, (a) the due and punctual payment in full when due of the principal of, and premiuminterest on, if anythe Securities, the Fundamental Change Purchase Price, the Settlement Amount, and interest on the Notes, when and as the same shall become all other amounts due and payable, whether at maturity, by acceleration or otherwise, payable under the due and punctual payment of interest on overdue principal of, and premium and interest on the Notes, to the extent lawful, Indenture and the due and punctual payment of all Obligations and due and punctual performance of all other obligations of Securities by the Issuer to the Holders, the Note Trustee or the Collateral Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, Company and (b) in case of any extension of time of payment or renewal of any Notes Obligations (with or any of such other obligationswithout notice to the Guarantor), 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 maturityMaturity, by acceleration or otherwise. The obligations of the Guarantors Guarantor to the Holders, to the Note Trustee Holders of Securities and to the Collateral Trustee pursuant to this the Guarantee and the Indenture are expressly set forth in Article Ten 16 of the Indenture, Base Indenture and Article 10 of the Supplemental Indenture and reference is hereby made to the Indenture for the precise terms and limitations of this the Guarantee. Each Holder of the Note to which this Guarantee is endorseda Security, by accepting such Notethe same, agrees to and shall be bound by such provisions. To the extent that any provision PENNYMAC MORTGAGE INVESTMENT TRUST Attest: By: Name: Name: Title: Title: ATTACHMENT 1 [FORM OF NOTICE OF EXCHANGE] To: PennyMac Corp. The undersigned Holder of this Guarantee conflicts Security hereby irrevocably exercises the option to exchange this Security, or a portion hereof (which is such that the principal amount of the portion of this Security that will not be exchanged equals $1,000 or an integral multiple of $1,000 in excess thereof) below designated, for Common Shares and any cash in lieu of fractional shares in accordance with the express provisions terms of the Indenture referred to in this Security, and directs that Common Shares issuable and deliverable and any cash in lieu of fractional shares payable upon exchange, together with any Securities representing any unexchanged principal amount hereof, be issued and/or delivered and/or paid, as the case may be, to the registered Holder hereof unless a different name is indicated below. Subject to certain exceptions set forth in the Indenture, if this notice is being delivered on a date after the provisions Close of Business on a Regular Record Date and prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, this notice must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security to be exchanged. If any Common Shares are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect to such issuance and transfer as set forth in the Indenture. Principal amount to be exchanged (in an integral multiple of $1,000, if less than all): Signature(s) Signature(s) must be guaranteed by an institution which is a member of one of the Indenture shall govern.following recognized signature Guarantee Programs:

NOTATION OF GUARANTEE. Each of For value received, the undersigned Guarantor (which term includes any successor person under the “Guarantors”) hereby Indenture (as defined below)), jointly and severally severally, unconditionally guarantees, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of February [24]12, 2012 by and 2018 (the “Base Indenture”) among Xxxxxxx Xxxx HomesSotherly Hotels LP, as issuer (the “Company”), Sotherly Hotels Inc., as issuerguarantor (the “Guarantor”) and Wilmington Trust, the Guarantors, as guarantors, and U.S. Bank National Association, as Note Trustee trustee (the “Trustee”), as amended and Collateral Trustee supplemented by the First Supplemental Indenture, dated as of February 12, 2018, (as amendedthe “Supplemental Indenture” and, restated or supplemented from time to timetogether with the Base Indenture, the “Indenture”)) among the Company, the Guarantor and subject to the provisions of the Indenture, Trustee (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal ofand premium, and premium and interest on the Notesif any, and, to the extent lawfulpermitted by law, interest, and the due and punctual payment of all Obligations and due and punctual performance of all other obligations of the Issuer Company to the Holders, the Note Trustee Holders or the Collateral Trustee, Trustee all in accordance with the terms set forth in Article Ten of the Indenture, Indenture and (b) in 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. The obligations of the Guarantors Guarantor to the Holders, to Holders of the Note Trustee Notes and to the Collateral Trustee pursuant to this the Guarantee and the Indenture are expressly set forth in Article Ten 5 of the Supplemental Indenture, and reference is hereby made to the Indenture for the precise terms of the Guarantee. This Guarantee is subject to release as and limitations to the extent set forth in Section 5.1 of this Guaranteethe Supplemental Indenture and Section 12.4 of the Base Indenture. Each Holder of the Note to which this Guarantee is endorseda Note, by accepting such Notethe same, agrees to and shall be bound by such provisions. To the extent that any provision of this Guarantee conflicts with the express provisions of Capitalized terms used herein and not defined are used herein as so defined in the Indenture, the provisions of the Indenture shall govern.. SOTHERLY HOTELS INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: COO

NOTATION OF GUARANTEE. Each of For value received, each Guarantor (which term includes any successor Person under the undersigned Indenture (the “Guarantors”defined below)) hereby has, jointly and severally severally, unconditionally guaranteesguaranteed, to the extent set forth in and subject to the provisions in the Indenture dated as of February [24]December 17, 2012, as supplemented by the First Supplemental Indenture dated as of December 17, 2012 by and (herein collectively called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among Xxxxxxx Xxxx Homes, AMC Networks Inc., as issuera Delaware corporation (the “Company”), the Guarantors, as guarantors, Guarantors and U.S. Bank National Association, as Note Trustee and Collateral Trustee trustee (as amended, restated or supplemented from time to time, the “IndentureTrustee”), and subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes, when and Notes of this series (as defined in the same shall become due and payableIndenture), whether at maturity, by acceleration acceleration, redemption, or otherwise, and the due and punctual payment of interest on overdue principal ofprincipal, and premium premium, if any, and interest on the such Notes, if lawful (subject in all cases to any applicable grace periods provided in the extent lawfulIndenture and these Notes), and the due and punctual payment of all Obligations and due and punctual performance of all other obligations of the Issuer Company to the Holders, the Note Trustee Holders or the Collateral Trustee, Trustee all in accordance with the terms set forth in Article Ten of the Indenture, Indenture and the Notes and (b) in 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, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders, to the Note Trustee and to the Collateral Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Note to which this Guarantee is endorsedHolder, by accepting such Notethe same, (a) agrees to and shall be bound by such provisionsprovisions and (b) appoints the Trustee attorney-in-fact of such Holder for such purpose. To Each Guarantor, and by acceptance of Notes of this series, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute (i) a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, or any similar federal, state or foreign law to the extent that applicable to its Note Guarantee or (ii) an unlawful distribution under any provision applicable state law prohibiting shareholder distributions by an insolvent subsidiary to the extent applicable to its Note Guarantee. IN WITNESS HEREOF, each Guarantor has caused this Notation of this Guarantee conflicts with the express provisions of the Indentureto be signed manually or by facsimile by its duly authorized officers. 11 PENN TV, the provisions of the Indenture shall govern.LLC AMC FILM HOLDINGS LLC AMC NETWORK ENTERTAINMENT LLC AMC NETWORKS BROADCASTING & TECHNOLOGY AMC/SUNDANCE CHANNEL GLOBAL NETWORKS LLC AMERICAN MOVIE CLASSICS IV HOLDING CORPORATION DIGITAL STORE LLC IFC ENTERTAINMENT HOLDINGS LLC IFC ENTERTAINMENT LLC IFC FILMS LLC IFC IN THEATERS LLC IFC PRODUCTIONS I L.L.C. IFC THEATRES CONCESSIONS LLC IFC THEATRES, LLC IPTV LLC LS VOD COMPANY LLC LS VOD HOLDINGS LLC RAINBOW FILM HOLDINGS LLC RAINBOW MEDIA ENTERPRISES, INC. RAINBOW MEDIA HOLDINGS LLC RAINBOW NATIONAL SERVICES LLC RAINBOW PROGRAMMING HOLDINGS LLC RMH GE HOLDINGS I, INC. RNC HOLDING CORPORATION RNC II HOLDING CORPORATION SELECTS VOD LLC SPORTS ON DEMAND LLC SUNDANCE CHANNEL ASIA LLC SUNDANCE CHANNEL EUROPE LLC SUNDANCE CHANNEL L.L.C. SUNDANCE FILM HOLDINGS LLC THE INDEPENDENT FILM CHANNEL LLC VOOM HD HOLDINGS LLC WE TV ASIA LLC WE: WOMEN’S ENTERTAINMENT LLC WEDDING CENTRAL LLC YEAH IPTV LLC, as Guarantors By: Name: Xxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer AMC TELEVISION PRODUCTIONS LLC MAKING WAVES STUDIO PRODUCTIONS LLC, as Guarantors By: Name: Xxxx Xxxxxx Title: Senior Vice President CROSSED PENS DEVELOPMENT LLC FIVE MOONS PRODUCTIONS I LLC HALT AND CATCH FIRE PRODUCTIONS I LLC XXXXX XXX PROPERTIES LLC PHILLY PRODUCTIONS LLC RECTIFY PRODUCTIONS LLC RECTIFY PRODUCTIONS II LLC RED MONDAY PROGRAMMING LLC SLEUTH SECRETS PRODUCTIONS LLC TURN PRODUCTIONS I LLC TWD PRODUCTIONS LLC TWD PRODUCTIONS II LLC TWD PRODUCTIONS III LLC TWD PRODUCTIONS IV LLC, as Guarantors By: Name: Xxxxxx Xxxxxxxxx Title: Senior Vice President

NOTATION OF GUARANTEE. Each of For value received, each Guarantor (which term includes any successor Person under the undersigned Indenture (the “Guarantors”defined below)) hereby has, jointly and severally severally, unconditionally guaranteesguaranteed, to the extent set forth in and subject to the provisions in the Indenture dated as of February [24]March 30, 2012 2016, as supplemented by and the First Supplemental Indenture dated as of March 30, 2016 (herein collectively called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among Xxxxxxx Xxxx Homes, AMC Networks Inc., as issuera Delaware corporation (the “Company”), the Guarantors, as guarantors, Guarantors and U.S. Bank National Association, as Note Trustee and Collateral Trustee trustee (as amended, restated or supplemented from time to time, the “IndentureTrustee”), and subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes, when and Notes of this series (as defined in the same shall become due and payableIndenture), whether at maturity, by acceleration acceleration, redemption, or otherwise, and the due and punctual payment of interest on overdue principal ofprincipal, and premium premium, if any, and interest on the such Notes, if lawful (subject in all cases to any applicable grace periods provided in the extent lawfulIndenture and these Notes), and the due and punctual payment of all Obligations and due and punctual performance of all other obligations of the Issuer Company to the Holders, the Note Trustee Holders or the Collateral Trustee, Trustee all in accordance with the terms set forth in Article Ten of the Indenture, Indenture and the Notes and (b) in 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, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders, to the Note Trustee and to the Collateral Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Note to which this Guarantee is endorsedHolder, by accepting such Notethe same, (a) agrees to and shall be bound by such provisionsprovisions and (b) appoints the Trustee attorney-in-fact of such Holder for such purpose. To Each Guarantor, and by acceptance of Notes of this series, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute (i) a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, or any similar federal, state or foreign law to the extent that applicable to its Note Guarantee or (ii) an unlawful distribution under any provision applicable state law prohibiting shareholder distributions by an insolvent subsidiary to the extent applicable to its Note Guarantee. IN WITNESS HEREOF, each Guarantor has caused this Notation of this Guarantee conflicts with the express provisions of the Indentureto be signed manually or by facsimile by its duly authorized officers. 2ND PARTY LLC AMC FILM HOLDINGS LLC AMC NETWORK ENTERTAINMENT LLC AMC NETWORKS BROADCASTING & TECHNOLOGY AMC NETWORKS INTERNATIONAL LLC AMC/SUNDANCE CHANNEL GLOBAL NETWORKS LLC AMCN PROPERTIES LLC AMERICAN MOVIE CLASSICS IV HOLDING CORPORATION DIGITAL STORE LLC IFC ENTERTAINMENT HOLDINGS LLC IFC ENTERTAINMENT LLC IFC FILMS LLC IFC IN THEATERS LLC IFC PRODUCTIONS I L.L.C. IFC TELEVISION HOLDINGS LLC IFC THEATRES CONCESSIONS LLC IFC THEATRES, the provisions of the Indenture shall govern.LLC IFC TV LLC IFC TV STUDIOS HOLDINGS LLC IPTV LLC RAINBOW FILM HOLDINGS LLC RAINBOW MEDIA ENTERPRISES, INC. RAINBOW MEDIA HOLDINGS LLC RAINBOW PROGRAMMING HOLDINGS LLC RMH GE HOLDINGS I, INC. RNC HOLDING CORPORATION RNC II HOLDING CORPORATION SELECTS VOD LLC SUNDANCE CHANNEL ASIA LLC SUNDANCE FILM HOLDINGS LLC SUNDANCETV LLC VOOM HD HOLDINGS LLC WE TV ASIA LLC WE TV HOLDINGS LLC WE TV LLC WEDDING CENTRAL LLC YEAH IPTV LLC, as Guarantors By: Name: Title: AMC TV STUDIOS LLC BADLANDS PRODUCTIONS I LLC COBALT PRODUCTIONS LLC CROSSED PENS DEVELOPMENT LLC DIPLOMAT PRODUCTIONS LLC EXPEDITION PRODUCTIONS I LLC GALYNTINE PRODUCTIONS LLC GEESE PRODUCTIONS LLC GROUND WORK PRODUCTIONS LLC HALT AND CATCH FIRE PRODUCTIONS LLC HALT AND CATCH FIRE PRODUCTIONS I LLC HALT AND CATCH FIRE PRODUCTIONS II LLC HALT AND CATCH FIRE PRODUCTIONS III LLC HAP AND XXXXXXX PRODUCTIONS I LLC KNIFEMAN PRODUCTIONS LLC KOPUS PRODUCTIONS LLC KOPUS PRODUCTIONS II LLC XXXXX XXX PROPERTIES LLC PHILLY PRODUCTIONS LLC PREMIER QUILLS LLC RECTIFY PRODUCTIONS LLC RECTIFY PRODUCTIONS II LLC RECTIFY PRODUCTIONS III LLC RECTIFY PRODUCTIONS IV LLC SUNDANCE CHANNEL ORIGINALS LLC THE SON PRODUCTIONS I LLC TURN PRODUCTIONS LLC TURN PRODUCTIONS I LLC TURN PRODUCTIONS II LLC TURN PRODUCTIONS III LLC TWD PRODUCTIONS LLC TWD PRODUCTIONS II LLC TWD PRODUCTIONS III LLC TWD PRODUCTIONS IV LLC TWD PRODUCTIONS V LLC TWD PRODUCTIONS VI LLC TWD PRODUCTIONS VII LLC, as Guarantors By: Name: Title: BENDERS PRODUCTIONS I LLC COMIC SCRIBE LLC FIVE FAMILIES PRODUCTIONS I LLC FIVE MOONS PRODUCTIONS I LLC IFC TV STUDIOS LLC PENS DOWN LLC RED MONDAY PROGRAMMING LLC ROUGHHOUSE PRODUCTIONS I LLC SLEUTH SECRETS PRODUCTIONS LLC WE TV STUDIOS LLC, as Guarantors By: Name: Title: MAKING WAVES STUDIO PRODUCTIONS LLC, as Guarantors By: Name: Title:

NOTATION OF GUARANTEE. Each of the undersigned Guarantors listed below (hereinafter referred to as the “Guarantors”) hereby jointly and severally unconditionally guarantees,” which term includes any successors or assigns under the Indenture, to dated the extent set forth in the Indenture dated as of February [24]date hereof, 2012 by and among Xxxxxxx Xxxx Homes, Inc., as issuer, the Guarantors, as guarantorsthe Company (defined below) and Wilmington Trust, and U.S. Bank National Association, as Note Trustee and Collateral Trustee trustee (as amended, restated or supplemented from time to time, the “Indenture”)), has irrevocably and subject to the provisions of the Indenture, unconditionally guaranteed on a senior basis (ai) the due and punctual payment of the principal of, of and premiuminterest and premiums, if any, and interest on the 5% Guaranteed Convertible Senior Secured Notes due 2018 (the “Notes, ”) when and as the same shall become due and payable, whether at the maturity, by acceleration acceleration, repurchase or otherwise, the due and punctual payment of interest on overdue principal of, and premium and interest on the Notes, to the extent lawful, and the due and punctual payment of all Obligations and due and punctual performance of all other obligations of the Issuer Company to the Holders, the Note Trustee or the Collateral Trustee, (ii) the Company’s obligations under the Indenture and the Notes to deliver any shares of Common Stock (or Reference Property) (and pay cash in lieu of any fractional share) upon any conversion of the Notes and to duly and punctually pay or deliver, as the case may be, all other amounts due or to become due in accordance connection with the terms set forth in Article Ten of the Indenture, the Notes, (iii) the due and punctual performance of all other obligations of the Company or any Guarantor to the Holders, the Trustee or the Collateral Trustee under the Indenture, the Notes, the Guarantees and the Collateral Documents, and (biv) in the case of any extension of time of payment or renewal of any the 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 maturitythe maturity or by acceleration, by acceleration repurchase or otherwise. The obligations of the Guarantors , in each case, all in accordance with and subject to the Holders, to the Note Trustee and to the Collateral Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Note to which this Guarantee is endorsed, by accepting such Note, agrees to and shall be bound by such provisions. To the extent that any provision of this Guarantee conflicts with the express provisions of the Indenture, including Article 13 thereof. This Guarantee will not become effective until the provisions Trustee duly executes the certificate of authentication on this Note. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles thereof. THE TERMS OF ARTICLE 13 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture shall governunless otherwise indicated.