Common use of NOTE GUARANTEES Clause in Contracts

NOTE GUARANTEES. Each Subsidiary Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be 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, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.

NOTE GUARANTEES. Each Subject to Section 10.07 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a Guarantor hereby at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereunder, that: (a) the principal of (and premium, if any) , and interest on the Notes will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, call for redemption or otherwise otherwise, and interest on the overdue principal of and premium, if any, and interest (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest ) on the overdue principal, if any, and interest on any overdue interest, to the extent lawfulNotes, and all other obligations payment Obligations of the Company to the Holders Holders, the Trustee, the Agents, the Collateral Agent or the Trustee International Security Agent hereunder or thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligationsObligations, 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 acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, subject, however, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the case of clauses (a) same manner and (b) above, to the limitations set forth in Section 1306 hereofsame extent as the Obligations of the Company. Each Subsidiary Guarantor hereby agrees The Guarantors agree that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby further, to the extent permitted by law, waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants that the its Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations Obligations contained in such Note the Notes and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder Holder, the Trustee, an Agent, the Collateral Agent or the Trustee International Security Agent is required by any court or otherwise to return to the Company Company, the Guarantors, the Trustee or any Subsidiary Guarantor, or any custodian, trustee, liquidator custodian or other similar official acting under any applicable bankruptcy law in relation to either the Company or any Subsidiary Guarantorthe Guarantors, any amount paid by the Company or any of them Guarantor to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note Guarantee of each of the Subsidiary GuarantorsGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and Holders, the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (xa) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of the its Note Guarantee of such Subsidiary GuarantorGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed herebythereby, and (yb) in the event of any declaration of acceleration of such obligations Obligations as provided in Article Five 6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary the Guarantor for the purpose of its Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee of such Subsidiary GuarantorGuarantees.

NOTE GUARANTEES. Each Subsidiary Guarantor hereby Subject to this Article 10, each of the Note Guarantors hereby, jointly and severallyseverally with each other Note Guarantor and with Holdings, absolutelyirrevocably and unconditionally guarantees, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunderon a senior unsecured basis (Holdings on an unsecured senior subordinated basis), and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of (and of, premium, if any) , and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of and interest on the Notes, if any, and interest on any overdue interest, to the extent if lawful, and all other obligations Obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder will whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that 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, subjecteach Note Guarantor, howevertogether with Holdings as described in Article 11, in shall be jointly and severally, obligated to pay the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Note Guarantor hereby agrees that its this is a guarantee of payment and not a guarantee of collection. The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, the Holdings Guarantee, any Note Guarantee or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Note Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the Company or any other PersonIssuers, protest, notice and all demands whatsoever and covenants that this Note Guarantee, as the Note Guarantee of such Subsidiary Guarantor will case may be, shall not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guaranteethis Indenture. Each of the Subsidiary Guarantors hereby Note Guarantor also agrees thatto pay, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject addition to the terms amount stated above, any and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence all costs 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, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due expenses (including reasonable attorneys’ fees and payable had such rights and remedies been permitted to be exercised expenses) incurred by the Trustee or any of the HoldersHolder 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 Company or any Subsidiary GuarantorIssuers, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers, Holdings or any Subsidiary Guarantorthe Note Guarantors, any amount paid by any of them either to the Trustee or such Holder, the Holder and this Note Guarantee of each of the Subsidiary GuarantorsGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Note 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. Each Note Guarantor further agrees that, as between each Subsidiary Guarantorthe Note Guarantors and Holdings, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 for the purposes of the this Note Guarantee of such Subsidiary GuarantorGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five hereof6, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee of such Subsidiary Guarantor.will be a continuing guarantee and shall:

NOTE GUARANTEES. Each Subsidiary (1) Subject to the provisions of this Article Fifteen, each Guarantor hereby jointly and severally, absolutely, fully and unconditionally and irrevocably guarantees the Notes as primary obligor and obligations of the Company hereunder and thereundernot merely as surety, and guarantees on a senior unsecured basis, to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee on behalf and its successors, irrespective of such Holder(i) the validity and enforceability of this Indenture, the Securities or the obligations of the Company or any other Guarantors to the Holders or the Trustee under this Indenture and the Securities 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 and interest on additional interest, if any, with respect to the Notes will Securities shall be duly and punctually paid in full when due, whether at Stated Maturitymaturity, by accelerationacceleration or otherwise, call for redemption or otherwise and interest on the overdue principal and (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with ) interest on the overdue principalor additional interest, if any, and interest on any overdue interest, with respect to the extent lawful, Securities and all other obligations of the Company or any Guarantor to the Holders or the Trustee hereunder under this Indenture and the Securities (including amounts due the Trustee under Section 607) and all other obligations under this Indenture or thereunder will the Securities shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Securities; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of any such other obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subjector failing performance of any other obligation of the Company to the Holders, howeverfor whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Note Guarantee, and shall entitle the Holders of the Securities or the Trustee to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Notwithstanding the foregoing, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect relation to any provisions hereof Security that is convertible or thereof, the recovery exchangeable for other securities of any judgment against the Company, any action to enforce a Guarantor’s guaranteed obligations shall not extend, following the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense occurrence of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained amount in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment excess of principal (or of, premium, if any) or , interest on such Noteand additional interest, whether at its Stated Maturityif any, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notesoverdue principal and (to the extent permitted by law) interest or additional interest, or to enforce or exercise any other right or remedy if any, with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary GuarantorSecurities.

NOTE GUARANTEES. Each Subsidiary Guarantor that executes this Indenture or a supplemental indenture agreeing to be bound hereby, as primary obligor and not merely as surety, hereby jointly and severally, absolutelyfully, unconditionally and irrevocably guarantees the Notes on a senior unsecured basis, jointly and obligations of the Company hereunder and thereunderseverally, and guarantees to each Holder of a Note authenticated and delivered by the Trustee Notes of each series and to the Trustee on behalf of such HolderTrustee, that: the Agents and their respective successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Notes will be paid in full of each such series when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be 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, subject, however, and all other monetary obligations of the Issuer under this Indenture and the Notes of each such series and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this Indenture and the Notes of each such series (all such obligations set forth in the case of clauses (a) and (b) aboveabove being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the limitations Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes of any series or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder, the Trustee or Agents to assert any claim or demand or to enforce any right or remedy against the Issuer, any other Guarantor or any other Person under this Indenture, the Notes of any series or any other agreement or otherwise; (b) any extension or renewal of any obligation of the Issuer under the Indenture or any Note, by operation of law or otherwise; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes of any series or any other agreement; or (d) except as set forth in Section 1306 hereof10.05, any change in the ownership of such Guarantor. Each Subsidiary Guarantor hereby further agrees that its obligations hereunder shall be unconditional, irrespective Note Guarantee herein constitutes a guarantee of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing performance and compliance when due (and not a guarantee of claims with a court in the event of insolvency or bankruptcy of the Company, collection) and waives any right to require a proceeding first against the Company or that any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not resort be discharged as to had by any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of DefaultHolder, the Trustee or Agents to any security held for payment of the Holders are prevented by applicable law from exercising their respective rights Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein shall continue to accelerate be effective or be reinstated, as the maturity case may be, if at any time payment, or any part thereof, of the Notes, to collect principal of or interest on the Notesany Guaranteed Obligation is rescinded or must otherwise be restored by any Holder, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any Agents upon the bankruptcy or reorganization of the Holders. If any Holder Issuer or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effectotherwise. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders Holders, the Trustee and the TrusteeAgents, on the other hand, (x) the maturity of the obligations guaranteed hereby Guaranteed Obligations may be accelerated as provided in Article Five hereof 6 for the purposes of the such Guarantor’s Note Guarantee of such Subsidiary Guarantorherein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyGuaranteed Obligations, and (y) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article Five hereof6, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary such Guarantor for the purpose purposes of this Section 10.01. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Note Guarantee of such Subsidiary GuarantorTrustee, the Agents or any Holder in enforcing any rights under this Section 10.01.

NOTE GUARANTEES. Each Subsidiary Subject to this Article Ten, each Guarantor hereby hereby, jointly and severally, absolutely, fully and unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of (of, and premium, if any) , and interest on and liquidated damages, if any, on, the Notes will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalpremium, if any, and interest and liquidated damages, if any, on any overdue interestthe Notes, to the extent if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in the case of any extension of time of payment or renewal of any Notes or any of any 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 Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in such Guarantor shall be obligated to pay the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to Section 10.02, each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants covenant that the this Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorCompany, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them either to the Trustee or such Holder, the this Note Guarantee of each of the Subsidiary GuarantorsGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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. Each Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of the this Note Guarantee of such Subsidiary GuarantorGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary such Guarantor for the purpose of the this Note Guarantee of such Subsidiary GuarantorGuarantee.

NOTE GUARANTEES. Each Subsidiary Guarantor hereby Subject to the provisions of this Article 10, each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of (and premiumof, if any) premium and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of, premium and interest on the Notes, if any, and interest on any overdue interest, to the extent if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that 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. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case of clauses (a) Guarantors shall be jointly and (b) above, severally obligated to pay the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereofof this Indenture and the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants covenant that the Note Guarantee of such Subsidiary Guarantor will Guarantees shall not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guaranteethis Indenture. Each of the Subsidiary Guarantors hereby agrees that, The Notes also shall be guaranteed in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, future as required by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the HoldersSection 4.14. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorGuarantors, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantorof the Guarantors, any amount paid by any of them either to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantorsthese Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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. Each Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of the these Note Guarantee of such Subsidiary GuarantorGuarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of these Note Guarantees. The Guarantors shall have the Note Guarantee right to seek contribution from any non-paying Guarantor so long as the exercise of such Subsidiary Guarantorright does not impair the rights of the Holders under these Note Guarantees.

NOTE GUARANTEES. Each Subsidiary Note Guarantor hereby jointly and severally, absolutely, severally unconditionally and irrevocably guarantees the Notes guarantees, as a primary obligor and obligations of the Company hereunder and thereundernot merely as a surety, and guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: and its successors and assigns (a) the full and punctual payment of principal of of, premium (and premium, if any) and interest on the Notes will be paid in full Securities when due, whether at Stated Maturitymaturity, by acceleration, call for by redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation and all other monetary obligations of the automatic stay Company under Section 362(athis Indenture (including obligations to the Trustee) and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Federal Bankruptcy Code Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). Each Note Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Note Guarantor, and that each such Note Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Obligation. Each Note Guarantor waives (to the extent permitted by law) presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waives notice of protest for non-payment. Each Note Guarantor waives (to the extent permitted by law) notice of any default under the Securities or the Obligations. The obligations of each Note Guarantor hereunder shall not be affected (to the extent permitted by law) by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the 77 Obligations; or (f) any change in the ownership of such Note Guarantor, except as provided in Section 10.02(b). Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, together with interest on performance and compliance when due (and not a guarantee of collection) and waives (to the overdue principalextent permitted by law) any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The obligations of each Note Guarantor hereunder shall not (to the extent permitted by law) be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and (to the extent permitted by law) shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not (to the extent permitted by law) be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Note Guarantor or would otherwise operate as a discharge of any Note Guarantor as a matter of law or equity. Each Note Guarantor further agrees (to the extent permitted by law) that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if anyat any time payment, and or any part thereof, of principal of or interest on any overdue interestObligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Note Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Note Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent lawful, not prohibited by law) and (iii) all other obligations monetary Obligations of the Company to the Holders or and the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be 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, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereofTrustee. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance it shall not be entitled to any right 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, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting subrogation in relation to either the Company or Holders in respect of any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated Obligations guaranteed hereby until payment in full force and effectof all Obligations. Each Subsidiary Note Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 for the purposes of the any Note Guarantee of such Subsidiary Guarantorherein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five hereof6, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary such Note Guarantor for the purpose purposes of this Section. Each Note Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Note Guarantee of such Subsidiary GuarantorTrustee or any Holder in enforcing any rights under this Section.

NOTE GUARANTEES. (a) Each Subsidiary Guarantor hereby of the Note Guarantors, jointly and severally, absolutelyhereby unconditionally Guarantees (and subject in each case to the Agreed Guarantee Principles set forth in any notation of Note Guarantee, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereundersupplemental indenture, and guarantees or as contemplated by Section 4.24(b)) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder that: (ai) the due and punctual payment of the principal of (and of, premium, if any) , and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, call for redemption or otherwise otherwise, (including, without limitation, ii) the amount that would become due but for the operation and punctual payment of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principalinterest, if any, on the overdue principal of and interest on any overdue interestthe Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee hereunder under this Indenture or thereunder will any Note shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; , and (biii) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that 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 pursuant to Section 6.02 or otherwise. In addition, subjectif an Ipso Facto Event is continuing, howevereach Note Guarantor, in the case of clauses (a) absolutely, unconditionally and (b) aboveirrevocably, promises to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of pay the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay Obligations to the Trustee for the account benefit of the HoldersSecured Parties, upon demand thereforon demand. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the amount Note Guarantors shall be jointly and severally obligated to pay the same immediately. Each Note Guarantor shall agree that would otherwise have been due this is a Guarantee of payment and payable had such rights and remedies been permitted to be exercised not a Guarantee of collection. If acceleration of the time for payment of any Notes Obligation by the Trustee or any Company is stayed by reason of the Holders. If any Holder insolvency or the Trustee is required by any court or otherwise to return to receivership of the Company or otherwise, all Notes Obligations otherwise subject to acceleration under the terms of any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid Notes Document shall nonetheless be payable by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, Guarantors hereunder forthwith on the one hand, and the Holders and demand by the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.

NOTE GUARANTEES. Each Subsidiary Guarantor hereby Subject to Section 8.04, each of the Guarantors hereby, jointly and severally, absolutelyunconditionally guarantees to the Lender and its successors and assigns, unconditionally irrespective of the validity and irrevocably guarantees enforceability of this Agreement, the Notes and the obligations of the Company Borrower hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) and the interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal and interest on any interest, if any, and interest on any overdue interest, to the extent lawfulNotes, and all other payment obligations of the Company Borrower to the Holders or the Trustee Lender hereunder or thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration acceleration, redemption or otherwise. An Event of Default under this Agreement or the Notes shall constitute an event of default under the Note Guarantees, subject, however, and shall entitle the Lender to accelerate the obligations of the Guarantors hereunder in the case of clauses (a) same manner and (b) above, to the limitations set forth in Section 1306 hereofsame extent as the obligations of the Borrower. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Lender with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyBorrower, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. The parties agree that the Note Guarantees are guarantees of payment and not of collection. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyBorrower, any right to require a proceeding first against the Company or any other PersonBorrower, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor Guarantees will not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the HoldersAgreement. If any Holder or the Trustee Lender is required by any court or otherwise to return to the Company or any Subsidiary GuarantorBorrower, the Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Borrower or any Subsidiary Guarantorthe Guarantors, any amount paid by any of them to the Trustee or such HolderLender, the Note Guarantee of each of the Subsidiary GuarantorsGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Lender in respect of any obligations guaranteed hereby. Each Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the TrusteeLender, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof V for the purposes of the Note Guarantee of such Subsidiary GuarantorGuarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five hereofV, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of the Note Guarantee Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such Subsidiary Guarantorright does not impair the rights of the Lender under the Note Guarantees.

NOTE GUARANTEES. Each Subsidiary Subject to this Article Twelve, each Guarantor hereby jointly and severally, absolutelyfully and unconditionally Guarantees, unconditionally and irrevocably guarantees on a senior basis, the Notes and obligations Obligations of the Company Issuer hereunder and thereunder, and guarantees Guarantees to each Holder of a Note authenticated and delivered by the Trustee Trustee, and to the Trustee for itself and on behalf of such Holder, that: (a1) the principal of (of, and interest and premium, if any) and interest on , on, the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption acceleration or otherwise (including, without limitation, including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by lawLaw), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will shall be 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, subject, however, in the case of clauses (a1) and (b2) above, to the limitations limitation set forth in Section 1306 1204 hereof. Each Subsidiary Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the Company Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such Note Note, this Indenture and such Note Guarantee. Each Guarantor acknowledges that the Note Guarantee is a Guarantee of payment, performance and compliance when due and not of collection. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (principal, interest or premium, if any) or interest on , with respect to such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's ’s Note Guarantee without first proceeding against the Company Issuer or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity Maturity of the Notes, to collect interest on the Notes, Notes or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will shall pay to the Trustee for the account of the Holders, upon demand therefor, Holder 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 Company Issuer or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, Trustee on the other hand, (x1) subject to this Article Twelve, the maturity Maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed Guaranteed hereby, and (y2) in the event of any acceleration of such obligations obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor. Each Note 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, 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.

NOTE GUARANTEES. Each Subsidiary Subject to the provisions of Section 1204 hereof, each Guarantor hereby jointly and severally, absolutelyfully, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and the obligations of each other Guarantor hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (a) the principal of (and premiumpremium and Additional Interest, if any) and the interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by lawCode), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; , and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be 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, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary of the Note Guarantees shall be a guarantee of payment and not of collection. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note GuaranteeGuarantee or as provided for in this Indenture. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premiumpremium or Additional Interest, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore at, as discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five V hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any acceleration of such obligations as provided in Article Five V hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.

NOTE GUARANTEES. Each Subject to the provisions of this Article Twelve, each Subsidiary Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee Trustee, on behalf of such Holderthe Holders, that: (ai) the principal of (due and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation punctual payment of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law)principal of, together with interest on the overdue principalpremium, if any, and interest and Liquidated Damages, if any, on any each Note, when and as the same shall become due and payable, whether at Stated Maturity or purchase upon a Change of Control Triggering Event or Asset Sale Offer, and whether by declaration of acceleration, a Change of Control Triggering Event, Asset Sale Offer, call for redemption or otherwise, the due and punctual payment of interest on the overdue interestprincipal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof of such Note and thereof; this Indenture and (bii) in the case of any extension of time of payment or renewal of any Notes or any of any 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 MaturityMaturity or purchase upon a Change of Control Triggering Event or Asset Sale Offer, and whether by acceleration declaration of acceleration, a Change of Control Triggering Event, Asset Sale Offer, call for redemption or otherwise, subject, however, otherwise (the obligations in the case of clauses (ai) and (bii) abovehereof being the "Guaranteed Obligations"). Without limiting the generality of the foregoing, each Subsidiary Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the limitations set forth in Section 1306 hereofHolders or the Trustee under the Notes and the Indenture but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. Each The Subsidiary Guarantor Guarantors hereby agrees agree that its their obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any such Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Note or this Indenture, any waiver waiver, modification or consent indulgence granted to the Company with respect thereto, by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of the Company or a surety or guarantor. Each The Subsidiary Guarantor Guarantors hereby waives the benefits of waive diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company Company, the benefit of discussion, protest or notice with respect to any other Person, protest, notice such Note or the Indebtedness evidenced thereby and all demands whatsoever (except as specified above), and covenants covenant that the Note Guarantee of such Subsidiary Guarantor Guaranteed Obligations will not be discharged as to any such Note except by complete performance of the obligations contained payment in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder full of such NoteGuaranteed Obligations and as provided in Sections 401, subject to the terms 1102, 1205 and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect1206. Each Subsidiary Guarantor further agrees that, as between each such Subsidiary Guarantor, on the one hand, Guarantor and the Holders and the Trustee, on the other handHolders, (xi) the maturity of the obligations guaranteed hereby Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary GuarantorFive, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyCompany or any other Subsidiary Guarantor in respect of the Guaranteed Obligations, and (yii) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article Five hereofFive, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor. 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 any Notes in respect of which the Guaranteed Obligations provided for in this Article Twelve are not discharged. Each Subsidiary Guarantor for hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the purpose of Company that arise from the Note Guarantee existence, payment, performance or enforcement of such Subsidiary Guarantor's obligations under this Indenture, or any other document or instrument including, without limitation, any right of reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of the Holders 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. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Notes pursuant to any Note Guarantee against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Note pursuant to the provisions of this Indenture; PROVIDED, HOWEVER, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payment arising out of, or based upon such right of subrogation until the principal of (and premium, if any) and interest on all Notes issued hereunder shall have been paid in full to the Holders entitled thereto. If any amount shall be paid to any Subsidiary Guarantor in violation of this paragraph and the Guaranteed Obligations shall not have been paid in full, such amount shall be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee. Each Subsidiary Guarantor acknowledges that it shall receive direct and indirect benefits from the issuance of the Notes and that the waiver set forth in this Section 1201 is knowingly made in contemplation of such benefits.

NOTE GUARANTEES. Each Subsidiary Subject to this Article Twelve, each Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee Trustee, and to the Trustee for itself and on behalf of such Holder, that: (a1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption acceleration or otherwise (including, without limitation, including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by lawLaw), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will shall be 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, subject, however, in the case of clauses (a1) and (b2) above, to the limitations limitation set forth in Section 1306 12.04 hereof. Each Subsidiary Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the Company Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such Note Note, this Indenture and such Note Guarantee. Each Guarantor acknowledges that the Note Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such NoteNote or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's ’s Note Guarantee without first proceeding against the Company Issuer or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity 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, such Subsidiary Guarantor will shall pay to the Trustee for the account of the HoldersHolder, 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 Company Issuer or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, Trustee on the other hand, (x1) subject to this Article Twelve, the maturity Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any acceleration of such obligations obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor. Each Note 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, 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.

NOTE GUARANTEES. Each Subsidiary Guarantor hereby Subject to this Article 10, each of the Note Guarantors hereby, jointly and severallyseverally with each other Note Guarantor and with Holdings, absolutelyirrevocably and unconditionally guarantees, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunderon a senior unsecured basis (Holdings on an unsecured senior subordinated basis), and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of (and of, premium, if any) , and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of and interest on the Notes, if any, and interest on any overdue interest, to the extent if lawful, and all other obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder will whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that 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, subjecteach Note Guarantor, howevertogether with Holdings as described in Article 11, in shall be jointly and severally, obligated to pay the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Note Guarantor hereby agrees that its this is a guarantee of payment and not a guarantee of collection. The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, the Holdings Guarantee, any Note Guarantee or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Note Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the Company or any other PersonIssuers, protest, notice and all demands whatsoever and covenants that this Note Guarantee, as the Note Guarantee of such Subsidiary Guarantor will case may be, shall not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guaranteethis Indenture. Each of the Subsidiary Guarantors hereby Note Guarantor also agrees thatto pay, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject addition to the terms amount stated above, any and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence all costs 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, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due expenses (including reasonable attorneys’ fees and payable had such rights and remedies been permitted to be exercised expenses) incurred by the Trustee or any of the HoldersHolder 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 Company or any Subsidiary GuarantorIssuers, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers, Holdings or any Subsidiary Guarantorthe Note Guarantors, any amount paid by any of them either to the Trustee or such Holder, the Holder and this Note Guarantee of each of the Subsidiary GuarantorsGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Note 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. Each Note Guarantor further agrees that, as between each Subsidiary Guarantorthe Note Guarantors and Holdings, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 for the purposes of the this Note Guarantee of such Subsidiary GuarantorGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five hereof6, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee of such Subsidiary Guarantor.will be a continuing guarantee and shall:

NOTE GUARANTEES. Each Subsidiary Note Guarantor hereby jointly and severally, absolutelyfully, unconditionally and irrevocably guarantees the Notes guarantees, as primary obligor and obligations of the Company hereunder not merely as surety, jointly and thereunderseverally with each other Note Guarantor, and guarantees to each Holder of a Note authenticated the Securities and delivered by the Trustee the full and to the Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) and interest on the Notes will be paid in full punctual payment when due, whether at Stated Maturitymaturity, by acceleration, call for by redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law)principal of, together with interest on the overdue principalpremium, if any, and interest on any overdue interest, to the extent lawful, Securities and all other monetary obligations of the Company under this Indenture (including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Holders Company or any Note Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) (all the Trustee hereunder foregoing being hereinafter collectively called the “Guarantor Obligations”). Each Note Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or thereunder renewed, in whole or in part, without notice or further assent from it, and that it will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of remain bound under this Article X notwithstanding any extension of time of payment or renewal of any Notes or Guarantor Obligation. Each Note Guarantor waives presentation to, demand of payment from and protest to the Company of any such other obligations, the same will be 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, subject, however, in the case Guarantor Obligations and also waives notice of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereofprotest for nonpayment. Each Subsidiary Note Guarantor hereby waives notice of any default under the Securities or the Guarantor Obligations. Each Note Guarantor further agrees that its obligations hereunder shall be unconditional, irrespective Note Guarantee herein constitutes a Guarantee of the validity, regularity or enforceability payment when due (and not a Guarantee of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby collection) and waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first that any resort be had by any Holder to any security held for payment of the Guarantor Obligations. Except as set forth under Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the Guarantor Obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in person under this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against Securities, the Company other Securities Documents or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that ifagreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, after the occurrence and during the continuance waiver, amendment or modification of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate terms or provisions of this Indenture, the maturity of Securities, the Notes, to collect interest on the Notes, other Securities Documents or to enforce or exercise any other right or remedy with respect to agreement; (d) the Notes, such Subsidiary Guarantor will pay to the Trustee for the account release of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised any security held by the Trustee or any of the Holders. If any Holder or the Trustee is required for the Guarantor Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Note Guarantor, or (f) any change in the ownership of the Company; (g) by any court default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations, or (h) by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. Subject to return the provisions of Section 3.13, each Note Guarantor agrees that its Note Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Note Guarantor is released from its Note Guarantee upon the merger or the sale of all the Capital Stock or assets of the Note Guarantor in compliance with Section 10.2. Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, or interest on any of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Note Guarantor by virtue hereof, upon the failure of the Company to pay any of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Company or any Subsidiary Guarantor, Note Guarantor whether or any custodian, trustee, liquidator not a claim for post-filing or other similar official acting post-petition interest is allowed in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effectproceeding). Each Subsidiary Note Guarantor further agrees that, as between each Subsidiary such Note Guarantor, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the obligations Guarantor Obligations guaranteed hereby may be accelerated as provided in Article Five hereof this Indenture for the purposes of the its Note Guarantee of such Subsidiary Guarantorherein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guarantor Obligations guaranteed hereby, hereby and (y) in the event of any such declaration of acceleration of such obligations as provided in Article Five hereofGuarantor Obligations, such obligations Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary the Note Guarantor for the purpose purposes of this Note Guarantee. Each Note Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Note Guarantee of such Subsidiary GuarantorTrustee or the Holders in enforcing any rights under this Section.

NOTE GUARANTEES. Each Subsidiary Guarantor Subject to the provisions of this ARTICLE VII, the Guarantors hereby fully, irrevocably and unconditionally guarantee, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and the Authorized Agents the full and punctual payment (whether at an installment date or the Maturity Date, upon redemption, purchase pursuant to an offer to purchase or acceleration or otherwise) of the principal, premium (if any) or interest, and any other amounts that may come due and payable under each Note and the full and punctual payment of all other amounts payable by the Issuer under this Indenture as they come due, provided that the obligations of each Guarantor hereunder shall be limited to the maximum amount as shall, 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 behalf of any other Guarantor in respect of the obligations of such Holderother Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, that: (a) result in such obligations not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under Applicable Law. Upon failure by the principal Issuer to pay punctually any such amount, each of (the Guarantors shall, without duplication, forthwith pay the amount not so paid at the place and premiumtime and in the manner specified in this Indenture. This Note Guarantee constitutes a direct, if any) joint and interest on the Notes several, general unsecured and unconditional primary obligation of each Guarantor that will at all times rank at least pari passu with any existing and future senior unsecured Indebtedness of such Guarantor, except for such obligations as may be paid in full when duepreferred by provisions of law that are both mandatory and of general application, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, including without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, tax and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be 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, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereoflabor claims. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditionalto pay, irrespective of in addition to the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the sameamounts stated above, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever fees, indemnity amounts and covenants that reasonable and documented costs and expenses (including reasonable and documented counsel fees and expenses) incurred by the Note Guarantee of such Subsidiary Guarantor will not be discharged as to Trustee or the Holders in enforcing any Note except by complete performance of the obligations contained in such Note and such rights under any Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject unconditionally and irrevocably waives all benefits applicable thereto to the terms fullest extent possible under existing law for this Note Guarantee to be joint and conditions set forth in this Indenture, directly against each several with the obligations of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary GuarantorIssuer.

NOTE GUARANTEES. (a) Each Subsidiary Guarantor hereby of the Note Guarantors, jointly and severally, absolutelyhereby unconditionally Guarantees (and subject in each case to the Agreed Guarantee Principles set forth in any notation of Note Guarantee, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereundersupplemental indenture, and guarantees or as contemplated by Section 4.24(b)) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder that: (ai) the due and punctual payment of the principal of (and of, premium, if any) , and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, call for redemption or otherwise otherwise, (including, without limitation, ii) the amount that would become due but for the operation and punctual payment of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principalinterest, if any, on the overdue principal of and interest on any overdue interestthe Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee hereunder under this Indenture or thereunder will any Note shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; , and (biii) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that 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 pursuant to Section 6.02 or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Note Guarantors shall be jointly and severally obligated to pay the same immediately. Each Note Guarantor shall agree that this is a Guarantee of payment and not a Guarantee of collection. If acceleration of the time for payment of any Notes Obligation by the Company is stayed by reason of the insolvency or receivership of the Company or otherwise, subject, however, in all Notes Obligations otherwise subject to acceleration under the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence terms of any action to enforce the same, any waiver or consent Notes Document shall nonetheless be payable by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest hereunder forthwith on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted demand 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 each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.

NOTE GUARANTEES. Each Subsidiary Guarantor hereby Subject to the limitations set forth in Section 16.05, the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees Guarantee, as primary obligor and not merely as surety, to each Holder, the Trustee, the Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes and obligations or the Obligations of the Company hereunder and or thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) , and interest interest, if any, on the Notes will (including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceedings), shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, call for redemption redemption, required purchase or otherwise (includingrepurchase or otherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of and interest on premium, if any, and interest on any overdue interest, to the extent if any, if lawful, and all other obligations of the Company to the Holders or Holders, the Trustee and the Collateral Agent hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of any 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, redemption, required purchase or repurchase or otherwise. Failing payment when due, subjectsubject to any applicable grace period, howeverof any amount so Guaranteed or any performance so Guaranteed for whatever reason, in the case of clauses (a) Guarantors shall be jointly and (b) above, severally obligated to pay the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its their obligations hereunder shall be unconditional, irrespective of the validity, legality, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyCompany or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives waives, to the benefits of fullest extent permitted by applicable law, diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Personanother Guarantor, protest, notice and all demands whatsoever and covenants covenant that the Note Guarantee of such Subsidiary Guarantor will Guarantees shall not be discharged as to any Note except by complete performance payment in full or conversion in full of the obligations contained Notes in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in accordance with this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantorof the Guarantors, or any custodianreceiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law or other similar official acting in relation to either the Company or any Subsidiary Guarantorof the Guarantors, any amount paid by any of them either to the Trustee or to such Holder, the Note Guarantee of each of the Subsidiary GuarantorsGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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. Each Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article Five hereof 6 for the purposes of the Note Guarantee of such Subsidiary GuarantorGuarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five hereof6, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of the Note Guarantee Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such Subsidiary Guarantorright does not impair the rights of the Trustee or the Holders under the Note Guarantees.

NOTE GUARANTEES. Each If any Restricted Subsidiary Guarantor hereby jointly and severallyattains, absolutelyor if the Issuers or any of its Restricted Subsidiaries acquires or creates a Restricted Subsidiary that has, unconditionally and irrevocably guarantees after the Notes and obligations date hereof, Total Assets in excess of $2.5 million, then the Issuers shall cause any such Restricted Subsidiary to, within 20 Business Days of the Company hereunder date on which any such Restricted Subsidiary attained Total Assets of at least $2.5 million or was acquired or created, (a) execute and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and deliver to the Trustee a supplemental indenture and supplemental Collateral Documents in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally and jointly and severally guarantee, on behalf a pari passu basis with the Existing Notes, all of such Holderthe Issuers' obligations under the Notes, that: (a) this Indenture and the principal of (and premium, if any) and interest Collateral Documents on the Notes will be paid terms set forth in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation this Indenture on a pari passu basis with Guarantees of the automatic stay under Section 362(a) of the Federal Bankruptcy Code Existing Notes pursuant to the extent permitted by law)Existing Notes Indenture, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) deliver to the Trustee an Opinion of Counsel that, subject to customary assumptions and exclusions, such supplemental indenture and supplemental Collateral Documents have been duly executed and delivered by such Restricted Subsidiary. Any Restricted Subsidiary that becomes a Guarantor shall remain a Guarantor unless designated an Unrestricted Subsidiary by the Issuers in case accordance with this Indenture or is otherwise released from its obligations as a Guarantor pursuant to Section 11.05 hereof. Any Note Guarantee executed and delivered in accordance with this Section 11.01 up to an amount equal to $10.0 million of each Guarantor's obligations under the Guarantees of the Notes shall be secured by a Lien or charge on all assets of such Guarantor. Any such Note Guarantee shall be released if the Issuers or their Restricted Subsidiaries cease to own any extension of time of payment Equity Interests in such Restricted Subsidiary or renewal of any Notes or of any if such other obligations, the same will be paid in full when due or performed Restricted Subsidiary becomes an Unrestricted Subsidiary in accordance with the terms of the extension this Indenture or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that is otherwise released from its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action as a Guarantor pursuant 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 judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five Section 11.05 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.

NOTE GUARANTEES. Each Subsidiary (a) Subject to the provisions of --------------- this Article X, each Person who shall become a Guarantor hereby shall, jointly and severally, absolutely, irrevocably and unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: the Holders (ai) the due and punctual payment of principal of (and of, premium, if any) , interest and interest on the Notes will be paid Additional Interest, if any, in full on each Note when due, and as the same shall become due and payable whether at Stated Maturity, by declaration of acceleration, call for redemption in connection with a Change of Control Offer, Asset Sale Offer or otherwise redemption, or otherwise, (includingii) the due and punctual payment of interest on the overdue principal of, without limitationpremium, if any, interest and Additional Interest, if any, in full on the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code Notes, to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to (iii) the extent lawful, due and punctual performance of all other obligations Obligations of the Company and the other Guarantors to the Holders or the Trustee hereunder Trustee, including without limitation the payment of fees, expenses, indemnification or thereunder will be paid in full or performedother amounts, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be 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, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or and this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder . In case of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy failure of the Company, Company punctually to make any right to require a proceeding first against such principal or interest payment or the failure of the Company or any other PersonGuarantor to perform any such other Obligation, protest, notice each Guarantor shall cause any such payment to be made punctually when and all demands whatsoever as the same shall become due and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Notepayable, whether at its Stated Maturity, Maturity by declaration of acceleration, call for redemptionin connection with a Change of Control Offer, purchase Asset Sale Offer or redemption or otherwise, legal proceedings may be instituted and as if such payment were made by the Trustee on behalf of, or by, the Holder of Company and to perform any such Note, subject to the terms and conditions set forth in this Indenture, directly against each other Obligation of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantorimmediately. Each Subsidiary Guarantor agrees that if, after the occurrence shall agree to pay any 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, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due all expenses (including reasonable counsel fees and payable had such rights and remedies been permitted to be exercised expenses) incurred by the Trustee or the Holders in enforcing any of the Holdersrights under these Note Guarantees. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the The Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, Guarantees under this Article X shall be reinstated in full force guarantees of payment and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity not of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantorcollection.

NOTE GUARANTEES. Each Subsidiary Guarantor hereby jointly and severally, absolutelyfully, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by lawCode), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be 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, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary of the Note Guarantees shall be a guarantee of payment and not of collection. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the 101 obligations contained in such Note and such Note GuaranteeGuarantee or as provided for in this Indenture. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.

NOTE GUARANTEES. Each Subsidiary Subject to this Article Twelve, each Guarantor hereby jointly and severally, absolutelyfully and unconditionally Guarantees, unconditionally and irrevocably guarantees on a senior basis, the Notes and obligations Obligations of the Company Issuer hereunder and thereunder, and guarantees Guarantees to each Holder of a Note authenticated and delivered by the Trustee Trustee, and to the Trustee for itself and on behalf of such Holder, that: (a1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption acceleration or otherwise (including, without limitation, including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by lawLaw), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will shall be 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, subject, however, in the case of clauses (a1) and (b2) above, to the limitations limitation set forth in Section 1306 1204 hereof. Each Subsidiary Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the Company Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such Note Note, this Indenture and such Note Guarantee. Each Guarantor acknowledges that the Note Guarantee is a Guarantee of payment, performance and compliance when due and not of collection. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's ’s Note Guarantee without first proceeding against the Company Issuer or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity Maturity of the Notes, to collect interest on the Notes, Notes or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will shall pay to the Trustee for the account of the Holders, upon demand therefor, Holder 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 Company Issuer or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, Trustee on the other hand, (x1) subject to this Article Twelve, the maturity Maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed Guaranteed hereby, and (y2) in the event of any acceleration of such obligations obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor. Each Note 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, 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.

NOTE GUARANTEES. Each Subsidiary Guarantor hereby Subject to the provisions of this Article VIII, each of the Guarantors hereby, jointly and severally, absolutelyunconditionally guarantees to each Noteholder and to the Trustee and its successors and assigns, unconditionally irrespective of the validity and irrevocably guarantees enforceability of this Note Purchase Agreement, the Notes and or the obligations of the Company hereunder and or thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (a) the principal of (and premiumof, if any) premium and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of, premium and interest on the Notes, if any, and interest on any overdue interest, to the extent if lawful, and all other obligations of the Company to the Holders Noteholder or the Trustee hereunder or thereunder will under this Note Purchase Agreement and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of this Note Purchase Agreement and thereofthe Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that 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. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case of clauses (a) Guarantors shall be jointly and (b) above, severally obligated to pay the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this IndentureNote Purchase Agreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Noteholder with respect to any provisions hereof or thereofof this Note Purchase Agreement and the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants covenant that the Note Guarantee of such Subsidiary Guarantor will Guarantees shall not be discharged as to any Note except by complete performance of the obligations contained in such the Notes and this Note and such Note GuaranteePurchase Agreement. Each of the Subsidiary Guarantors hereby agrees that, The Notes also shall be guaranteed in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, future as required by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the HoldersSection 4.12 and/or 4.13. If any Holder Noteholder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorGuarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantorof the Guarantors, any amount paid by any of them either to the Trustee or such HolderNoteholder, the Note Guarantee of each of the Subsidiary Guarantorsthese Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Noteholders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders Noteholders and the Trustee, on the other hand, (x) the maturity of the like obligations guaranteed hereby may be accelerated as provided in Article Five VI hereof for the purposes of the these Note Guarantee of such Subsidiary GuarantorGuarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of these Note Guarantees. The Guarantors shall have the Note Guarantee right to seek contribution from any non-paying Guarantor so long as the exercise of such Subsidiary Guarantorright does not impair the rights of the Noteholders under these Note Guarantees.

NOTE GUARANTEES. Each Subsidiary Guarantor hereby Subject to the provisions of this Article 10, each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of (of, premium and premiumLiquidated Damages, if any) , and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of, premium and Liquidated Damages, if any, and interest on any overdue interestthe Notes, to the extent if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that 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. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case of clauses (a) Guarantors shall be jointly and (b) above, severally obligated to pay the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereofof this Indenture and the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants covenant that the Note Guarantee of such Subsidiary Guarantor will Guarantees shall not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guaranteethis Indenture. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions As more particularly set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of DefaultSection 4.13, the Trustee or any of Notes shall be guaranteed in the Holders are prevented future by applicable law from exercising their respective rights to accelerate each new North American Subsidiary that is a Significant Subsidiary. The Notes also shall be guaranteed in 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, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised future as required by the Trustee or any of the HoldersSection 4.14. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorGuarantors, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary GuarantorGuarantors, any amount paid by any of them either to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantorsthese Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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. Each Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed BACK hereby may be accelerated as provided in Article Five 6 hereof for the purposes of the Note Guarantee of such Subsidiary Guarantorthese Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of these Guarantees. The Guarantors shall have the Note Guarantee right to seek contribution from any non-paying Guarantor so long as the exercise of such Subsidiary Guarantorright does not impair the rights of the Holders under these Guarantees.

NOTE GUARANTEES. (a) Each Subsidiary Guarantor hereby of the Note Guarantors, jointly and severally, absolutelyhereby unconditionally Guarantees (and subject in each case to the Agreed Guarantee Principles set forth in any notation of Note Guarantee, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereundersupplemental indenture, and guarantees or as contemplated by Section 4.24(d)) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder that: (ai) the due and punctual payment of the principal of (and of, premium, if any) , and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, call for repurchase, redemption or otherwise otherwise, (including, without limitation, ii) the amount that would become due but for the operation and punctual payment of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principalinterest, if any, on the overdue principal of and interest on any overdue interestthe Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee hereunder under this Indenture or thereunder will any Note shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; , and (biii) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that 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 pursuant to Section 6.02 or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Note Guarantors shall be jointly and severally obligated to pay the same immediately. Each Note Guarantor shall agree that this is a Guarantee of payment and not a Guarantee of collection. If acceleration of the time for payment of any Notes Obligation by the Company is stayed by reason of the insolvency or receivership of the Company or otherwise, subject, however, in all Notes Obligations otherwise subject to acceleration under the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence terms of any action to enforce the same, any waiver or consent Notes Document shall nonetheless be payable by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest hereunder forthwith on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted demand 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 each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.

NOTE GUARANTEES. Each Subsidiary Guarantor hereby Subject to the provisions of this Article 10, each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of (and premiumof, if any) premium and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of, premium and interest on the Notes, if any, and interest on any overdue interest, to the extent if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that 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. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case of clauses (a) Guarantors shall be jointly and (b) above, severally obligated to pay the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereofof this Indenture and the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants covenant that the Note Guarantee of such Subsidiary Guarantor will Guarantees shall not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guaranteethis Indenture. Each of the Subsidiary Guarantors hereby agrees that, The Notes also shall be guaranteed in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, future as required by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the HoldersSection 4.14. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorGuarantors, or any custodianNote Custodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantorof the Guarantors, any amount paid by any of them either to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantorsthese Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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. Each Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of the these Note Guarantee of such Subsidiary GuarantorGuarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of these Note Guarantees. The Guarantors shall have the Note Guarantee right to seek contribution from any non-paying Guarantor so long as the exercise of such Subsidiary Guarantorright does not impair the rights of the Holders under these Note Guarantees.

NOTE GUARANTEES. (a) Prior to the Escrow Release Date, the Notes will be guaranteed by MPM TopCo on the terms set forth below. Upon the MPM Assumption, the Note Guarantee by MPM TopCo will be automatically released. On the Escrow Release Date, each Note Guarantor, by executing a Supplemental Indenture, will guarantee the Notes on the terms set forth below. Each Subsidiary Note Guarantor hereby jointly and severally, absolutelyirrevocably and unconditionally guarantees on a senior basis, unconditionally as a primary obligor and irrevocably guarantees the Notes and obligations of the Company hereunder and thereundernot merely as a surety, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: and its successors and assigns (ai) the principal of (full and premium, if any) and interest on the Notes will be paid in full punctual payment when due, whether at Stated Maturity, by acceleration, call for by redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of all obligations of the automatic stay Issuer under Section 362(a) of the Federal Bankruptcy Code this Indenture (including obligations to the extent permitted by law)Trustee) and the Notes, together with interest on the overdue principalwhether for payment of principal of, premium, if any, and or interest on any overdue interest, to the extent lawful, Notes and all other monetary obligations of the Issuer under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company to Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Holders Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Note Guarantor further agrees that the Guaranteed Obligations may be extended or the Trustee hereunder renewed, in whole or thereunder will be paid in full part, without notice or performedfurther assent from each such Note Guarantor, all in accordance with the terms hereof and thereof; and (b) in case of that each such Note Guarantor shall remain bound under this Article XII notwithstanding any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be 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, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary GuarantorGuaranteed Obligation.

NOTE GUARANTEES. Each Subject to this Article Ten, each of the Subsidiary Guarantor hereby Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of (and of, premium, if any) , and interest on the Notes will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of, premium, if any, and interest on any overdue interestthe Notes, to the extent if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, 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, subject, however, in the case of clauses (a) Subsidiary Guarantors shall be jointly and (b) above, severally obligated to pay the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Guarantor hereby 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 unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants covenant that the Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (this Indenture or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject pursuant to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the HoldersSection 10.03. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Company, the Subsidiary Guarantor, Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any the Subsidiary GuarantorGuarantors, any amount paid by any of them either to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary GuarantorsGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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. Each Subsidiary Guarantor further agrees that, as between each the Subsidiary GuarantorGuarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of the Note Guarantee of such Subsidiary GuarantorGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by each the Subsidiary Guarantor Guarantors for the purpose of the Note Guarantee Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such Subsidiary Guarantorright does not impair the rights of the Holders under the Note Guarantee.

NOTE GUARANTEES. Each Subsidiary Guarantor hereby Subject to this Article X, from and after the Issue Date, each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, that: the Notes or the obligations of the Issuer hereunder or thereunder, the full and punctual payment of principal of, premium (a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, or upon redemption, required repurchase pursuant to Section 4.7 or Section 4.11 hereof, acceleration or otherwise, and all other monetary obligations owing by accelerationthe Issuer under this Indenture (including obligations owing to the Trustee) and the Notes (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, call for redemption in whole or otherwise (includingin part, without limitationnotice or further assent from the Guarantors, and that the Guarantors will remain bound under this Article X notwithstanding any extension or renewal of any Obligation. Failing payment when due of any amount so guaranteed for whatever reason, the amount Guarantors shall be jointly and severally obligated to promptly pay the same. Each Guarantor agrees that would become due but for this is a guarantee of payment and not a guarantee of collection. All payments under each Note Guarantee will be made in U.S. dollars. The Guarantors waive presentation to, demand of payment from and protest to the operation Issuer of any of the automatic stay Obligations and also waive notice of protest for nonpayment. The Guarantors waive notice of any Default under Section 362(a) the Notes or the Obligations. The obligations of the Federal Bankruptcy Code Guarantors hereunder shall not be affected by: (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the extent permitted by lawIssuer or any other Person under this Indenture, the Notes, the Note Guarantees or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article X), together with interest on the overdue principalNotes, the Note Guarantees or any other agreement; (iv) the release of security, if any, held by any Holder or the Trustee for the Obligations or any of them; (v) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; (vi) any change in the ownership of the Issuer; or (vii) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantors or would otherwise operate as a discharge of the Guarantors as a matter of law or equity, except for payment of the Notes in full. The Guarantors, jointly and interest on severally, further agree that their Note Guarantees herein constitute a guarantee of payment when due (and not a guarantee of collection) and waive any overdue interestright to require that any resort be had by any Holder or the Trustee to security, if any, held for payment of the Obligations. The obligations of the Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (except to the extent lawfulprovided in Section 10.2 hereof), including any claim of waiver, release, surrender, alteration or compromise, and all other obligations shall not be subject to any defense, setoff, counterclaim, recoupment or termination whatsoever or by reason of the Company invalidity, illegality or unenforceability of the Obligations or otherwise. The Guarantors, jointly and severally, further agree that their Note Guarantees herein shall continue to be effective or be reinstated, as the Holders case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee hereunder upon the bankruptcy or thereunder will be paid reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in full or performed, all in accordance with the terms hereof and thereof; and (b) in case limitation of any extension other right which any Holder or the Trustee has at law or in equity against the Guarantors by virtue hereof, upon the failure of time of payment or renewal of the Issuer to pay any Notes or of any such other obligations, Obligation when and as the same will be paid in full when due or performed in accordance with the terms of the extension or renewalshall become due, whether at Stated Maturity, by upon redemption, required repurchase, acceleration or otherwise, subjectthe Guarantors hereby promise to and will, howeverupon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the case Trustee an amount equal to the sum of clauses (ai) the unpaid principal amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (biii) above, all other monetary Obligations of the Issuer to the limitations set forth in Section 1306 hereofHolders and the Trustee. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary The Guarantors, to the extent theretofore dischargedjointly and severally, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees agree that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby Obligations may be accelerated as provided in Article Five hereof VI for the purposes of the Note Guarantee of such Subsidiary Guarantorherein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyObligations, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article Five hereofVI, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose purposes of this Section 10.1. The Guarantors, jointly and severally, also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Note Guarantee of such Subsidiary GuarantorTrustee or any Holder in enforcing any rights under this Section 10.1.

NOTE GUARANTEES. Each Subsidiary Guarantor hereby Subject to the provisions of this Article 11, each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of (of, premium and premiumLiquidated Damages, if any) , and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of, premium and Liquidated Damages, if any, and interest on any overdue interestthe Notes, to the extent if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that 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. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case of clauses (a) Guarantors shall be jointly and (b) above, severally obligated to pay the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereofof this Indenture and the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants covenant that the Note Guarantee of such Subsidiary Guarantor will Guarantees shall not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorGuarantors, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary GuarantorGuarantors, any amount paid by any of them either to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantorsthese Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that they shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of the Note Guarantee of such Subsidiary Guarantorthese Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of these Guarantees. The Guarantors shall have the Note Guarantee right to seek contribution from any non-paying Guarantor so long as the exercise of such Subsidiary Guarantorright does not impair the rights of the Holders under these Guarantees.

NOTE GUARANTEES. Each Subsidiary Guarantor hereby Subject to this Article 10, each of the Note Guarantors hereby, jointly and severallyseverally with each other Note Guarantor and with Holdings, absolutelyirrevocably and unconditionally guarantees, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunderon a senior unsecured basis (Holdings on an unsecured senior subordinated basis), and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of (and of, premium, if any) , and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of and interest on the Notes, if any, and interest on any overdue interest, to the extent if lawful, and all other obligations Obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder will whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that 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, subjecteach Note Guarantor, howevertogether with Holdings as described in Article 11, in shall be jointly and severally, obligated to pay the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Note Guarantor hereby agrees that its this is a guarantee of payment and not a guarantee of collection. The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, the Holdings Guarantee, any Note Guarantee or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Note Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the Company or any other PersonIssuers, protest, notice and all demands whatsoever and covenants that this Note Guarantee, as the Note Guarantee of such Subsidiary Guarantor will case may be, shall not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guaranteethis Indenture. Each of the Subsidiary Guarantors hereby Note Guarantor also agrees thatto pay, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject addition to the terms amount stated above, any and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence all costs 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, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due expenses (including reasonable attorneys’ fees and payable had such rights and remedies been permitted to be exercised expenses) incurred by the Trustee or any of the HoldersHolder 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 Company or any Subsidiary GuarantorIssuers, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers, Holdings or any Subsidiary Guarantorthe Note Guarantors, any amount paid by any of them either 509335-1996-14206-13941291 to the Trustee or such Holder, the Holder and this Note Guarantee of each of the Subsidiary GuarantorsGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Note 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. Each Note Guarantor further agrees that, as between each Subsidiary Guarantorthe Note Guarantors and Holdings, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 for the purposes of the this Note Guarantee of such Subsidiary GuarantorGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five hereof6, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee of such Subsidiary Guarantor.will be a continuing guarantee and shall:

NOTE GUARANTEES. Each If the Company or any of its Restricted Subsidiaries acquires or creates a Domestic Subsidiary that is a Wholly Owned Subsidiary after the Issue Date, then that newly acquired or created Domestic Subsidiary (other than a Securitization Subsidiary or an Immaterial Subsidiary) will become a Guarantor hereby jointly and severally, absolutely, unconditionally (i) execute a supplemental indenture (in substantially the form set forth in Exhibit E) and irrevocably guarantees joinder agreements or similar agreements with respect to the applicable Collateral Documents necessary in order to grant to the Collateral Agent for the benefit of the Holders of the Notes a security interest, subject to the Intercreditor Agreement and obligations Permitted Liens, in substantially all of the Company hereunder and thereunder, and guarantees assets (other than Excluded Assets) of such Domestic Subsidiary; (ii) take such actions necessary to each Holder perfect such security interest as may be required by the Collateral Documents (including the filing of a Note authenticated Uniform Commercial Code financing statement), as and delivered by when required thereby; (iii) cause the Trustee and delivery to the Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation Collateral Agent of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principalcertificates, if any, representing all of the Equity Interests of such Domestic Subsidiary, together with undated stock powers or other appropriate instruments of transfer executed and interest delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests; and (iv) deliver an Opinion of Counsel reasonably satisfactory to the Trustee and Collateral Agent that such supplemental indenture and any other documents required to be delivered, in each case, have been duly authorized, executed and delivered by such Domestic Subsidiary and constitute legally valid and binding and enforceable obligations of such Domestic Subsidiary and regarding the perfection of such Liens in the Collateral and Equity Interests of such Domestic Subsidiary as provided for in this Indenture or the Collateral Documents (in form and substance substantially consistent with the form of the Opinion of Counsel delivered on any overdue interestthe Issue Date (subject to customary qualifications, exceptions and assumptions)) within 20 Business Days of the date on which it was acquired or created, except to the extent lawful, and all other obligations of the Company to the Holders otherwise provided under Section 4.21 or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof Pledge and thereof; and (b) in case of Security Agreement. The Company may designate any extension of time of payment or renewal of Restricted Subsidiary as a Guarantor at any Notes or of any such other obligations, the same will be 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, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantortime.

NOTE GUARANTEES. Each (a) Subject to this Article X, the Parent Guarantor and each Person that becomes a Subsidiary Guarantor hereby Guarantor, by execution of a supplemental indenture to this Indenture in accordance with Section 4.15, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a1) the principal of (and premiumof, premium on, if any) , interest and interest Additional Amounts, if any, on the Notes will be promptly paid in full when due, whether at Stated Maturitystated maturity, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of and interest on the Notes, if any, and interest on any overdue interest, to the extent if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b2) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, 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, subject, however, in the case Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of clauses (a) payment and not a guarantee of collection. (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of or the Notes Trustee with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.128 KE 79433857.6

NOTE GUARANTEES. Each Subsidiary Guarantor hereby jointly and severally, absolutelyfully, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and the obligations of each other Guarantor hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (a) the principal of (and premiumpremium and Liquidated Damages, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by lawCode), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be 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, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary of the Note Guarantees shall be a guarantee of payment and not of collection. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note GuaranteeGuarantee or as provided for in this Indenture. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premiumpremium or Liquidated Damages, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. 91 100 If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.

NOTE GUARANTEES. Each Subsidiary Guarantor hereby of the Guarantors hereby, jointly and severally, absolutelyabsolutely and unconditionally guarantees, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunderon a senior subordinated basis, and guarantees to each Holder of a Note authenticated executed and delivered by the Trustee Company, irrespective of the validity and to enforceability of this Agreement, the Trustee on behalf Notes or the Obligations of such Holderthe Company hereunder or thereunder, that: (a) the principal of (and premium, if any) premium and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principal, if any, principal of (and any premium) and interest on any overdue interest, to the extent lawful, Notes and all other obligations Obligations of the Company to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of any 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, subject, however, in the case of clauses (a) and (b) above, to the limitations . The Guarantee set forth in Section 1306 hereofherein is a Guarantee of payment and performance and not a Guarantee of collection only. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its obligations their Obligations hereunder shall be absolute and unconditional, irrespective of the validity, regularity or enforceability of the Notes or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor, other than payment in full of the underlying Obligations. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a prior proceeding first against the Company or any other PersonCompany, protest, notice with respect to the Notes or the Indebtedness evidenced thereby and all demands whatsoever and covenants covenant that the this Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations Obligations contained in such Note the Notes and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the HoldersAgreement. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorGuarantors, or any custodianCustodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantorsuch Guarantors, any amount paid by any of them to the Trustee or such Holder, the this Note Guarantee of each of the Subsidiary GuarantorsGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and that it shall not be entitled to exercise any right of subrogation in relation to the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration Notes in respect of the obligations any Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby, and (y) in . The Guarantors shall have the event of right to seek contribution from any acceleration non-paying Guarantor so long as the exercise of such obligations as provided in Article Five hereof, such obligations (whether or right does not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for impair the purpose rights of the Holders under this Note Guarantee of such Subsidiary GuarantorGuarantee.

NOTE GUARANTEES. Each Subsidiary Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) and interest on the The Notes will be paid in full guaranteed by the Corporation and all of its Restricted Subsidiaries (other than any Subsidiary that constitutes a Receivables Entity) (such entities being, collectively, the "Guarantors"). The Guarantors will irrevocably and unconditionally guarantee on a senior secured basis the performance and punctual payment when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be 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, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its all obligations hereunder shall be unconditional, irrespective of the validityIssuer under the Indenture and the Notes, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand whether for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, expenses, indemnification or otherwise (the "Note Guarantees" and all such obligations guaranteed by the Guarantors being referred to enforce or exercise any other right or remedy with respect herein as the "Guaranteed Obligations"). The Guarantors agree to pay, in addition to the Notesamount stated above, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due any and payable had such rights all expenses (including reasonable counsel fees and remedies been permitted to be exercised expenses) incurred by the Trustee or the holders in enforcing any rights under the Note Guarantees. The Note Guarantees will be solidary (joint and several) obligations of the HoldersGuarantors. If Each Note Guarantee will be limited, after giving effect to all other contingent and fixed obligations of such Guarantor (including, without limitation, any Holder guarantees under any First Priority Lien Obligations or any refinancing or replacement thereof permitted under the Trustee is required Indenture), to an amount not to exceed the maximum amount that can be guaranteed by any court the applicable Guarantor without rendering such Note Guarantee voidable under applicable law relating to fraudulent conveyance or otherwise to return fraudulent transfer or similar laws affecting the rights of creditors generally. Each Note Guarantee will be a continuing Note Guarantee and, subject to the Company or any Subsidiary next succeeding paragraphs, will: • be senior secured obligations of the Guarantor issuing such Note Guarantee; • be secured by a first-priority Lien on the portion of the Collateral owned by the applicable Guarantor, or subject to Permitted Liens; • be structurally subordinated to all existing and future Indebtedness of any custodian, trustee, liquidator or other similar official acting in relation Unrestricted Subsidiaries; • be effectively subordinated to either the Company or any Subsidiary Guarantor, any amount paid First Priority Lien Obligations secured by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary GuarantorsPermitted Liens, to the extent theretofore dischargedof the value of the assets of that Guarantor subject to those Permitted Liens; • be senior in right of payment to any future Subordinated Indebtedness of that Guarantor, shall be reinstated if any; • remain in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on effect until payment in full of all the one hand, Guaranteed Obligations; • be binding upon the Guarantors and their successors; and • inure to the Holders benefit of and be enforceable by the Trustee, on the other handholders and their successors, (x) the maturity transferees and assigns. As of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes date of the Note Guarantee of such Subsidiary GuarantorIndenture, notwithstanding Mediative G.P. Inc. and Mediative Performance L.P. will not guarantee the Notes. In addition, any stay, injunction or other prohibition preventing such acceleration in respect future Subsidiaries of the obligations guaranteed herebyCorporation that are not Wholly-Owned Subsidiaries will not guarantee the Notes, unless such Subsidiaries are designated by the Corporation as "Restricted Subsidiaries" in accordance with the covenant described below under "Description of the Senior Secured Notes — Certain Covenants — Designation of Restricted and (y) in Unrestricted Subsidiaries". In the event of a bankruptcy, liquidation or reorganization of any acceleration of such obligations as provided in Article Five hereofthese non-guarantor Subsidiaries, such obligations (whether the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Issuer or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose any Guarantor. As of the Note Guarantee date of the Indenture, all of the Corporation's Wholly-Owned Subsidiaries will be "Restricted Subsidiaries". Any future Wholly-Owned Subsidiary of the Corporation will become a "Restricted Subsidiary" as at such time that it becomes a Wholly-Owned Subsidiary Guarantor.of the Corporation. In addition, under the circumstances described below under "Description of the Senior Secured Notes — Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries", the Corporation will be permitted to designate any Subsidiary that is not a Wholly- Owned Subsidiary as a "Restricted Subsidiary". Mediative G.P. Inc. and Mediative Performance L.P. will be treated as "Unrestricted Subsidiaries" from and after the date of the Indenture. In the event Mediative G.P. Inc. and Mediative Performance L.P. become Wholly-Owned Subsidiaries of the Corporation, Mediative G.P. Inc. and Mediative Performance L.P. will, at such time, become Restricted Subsidiaries. Under the circumstances described below under "Description of the Senior Secured Notes — Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries", the Corporation will be permitted to designate any Restricted Subsidiary that is not a Wholly-Owned Subsidiary as an "Unrestricted Subsidiary". The effect of designating a Subsidiary as an Unrestricted Subsidiary will be that:

NOTE GUARANTEES. Each Subsidiary Note Guarantor hereby jointly and severallyseverally irrevocably and unconditionally guarantees, absolutelyas a primary obligor and not merely as a surety, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: and its successors and assigns (ai) the principal of (full and premium, if any) and interest on the Notes will be paid in full punctual payment when due, whether at Stated Maturitystated maturity, by acceleration, call for by redemption or otherwise otherwise, of all obligations of the Issuer under this Indenture (includingincluding obligations to the Trustee) and the Notes, without limitationwhether for payment of principal of, or interest on, the amount that would become due but for the operation Notes and all other monetary obligations of the automatic stay Issuer under Section 362(athis Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Note Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Note Guarantor, and that each such Note Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Note Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Note Guarantor, except as provided in Section 10.06. Each Note Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Note Guarantors, such that such Note Guarantor’s obligations would be less than the full amount claimed. Each Note Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or such Note Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Note Guarantor hereunder. Each Note Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Note Guarantor. Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 8.02, 10.02, 10.06 and 11.01, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Note Guarantor or would otherwise operate as a discharge of any Note Guarantor as a matter of law or equity. Each Note Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest, if any, on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Note Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Note Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee hereunder or thereunder will be paid in full or performedan amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, all in accordance with (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, extent not prohibited by acceleration or otherwise, subject, however, in the case of clauses (alaw) and (biii) above, all other monetary obligations of the Issuer to the limitations set forth in Section 1306 hereofHolders and the Trustee. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance it shall not be entitled to any right 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, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting subrogation in relation to either the Company or Holders in respect of any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated Guaranteed Obligations guaranteed hereby until payment in full force and effectof all Guaranteed Obligations. Each Subsidiary Note Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 for the purposes of the any Note Guarantee of such Subsidiary Guarantorherein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article Five hereof6, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary such Note Guarantor for the purposes of this Section 10.01. Each Note Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. Upon request of the Trustee, each Note Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Note Guarantee of such Subsidiary Guarantorthis Indenture.

NOTE GUARANTEES. Each Subsidiary Guarantor hereby jointly and severallySubject to Permitted Liens, absolutely, unconditionally and irrevocably guarantees the Notes and obligations are hereby unconditionally guaranteed on a senior, second-lien secured basis by each of the Company hereunder and thereunder, and guarantees Note Guarantors. The Note Guarantors hereby guarantee to each Holder of a Note authenticated and delivered by the Trustee and to irrespective of the Trustee on behalf validity or enforceability of such Holderthis Indenture, the Notes or the obligations of the Issuers under this Indenture, the Notes or the Collateral Documents, that: (ai) the principal of (of, premium and premiumLiquidated Damages, if any) , and interest on the Notes will be paid in full when due, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, call for 104 redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal and interest, if any, and interest on any overdue interest, to of the extent lawful, Notes and all other obligations of the Company Issuers to the Holders or the Trustee hereunder under this Indenture or thereunder the Notes will be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (bii) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the same they will be 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, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturitystated maturity, by acceleration, call for redemptionprepayment, purchase declaration, demand or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, legal proceedings may each Note Guarantor will be instituted by obligated to pay the Trustee on behalf of, same whether or by, the Holder not such failure to pay has become an Event of such Note, subject Default which could cause acceleration pursuant to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary GuarantorSection 6.02 hereof. Each Subsidiary Note Guarantor agrees that if, after the occurrence and during the continuance this is a guarantee of an Event payment not a guarantee 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, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantorcollection.

NOTE GUARANTEES. (a) Each Subsidiary Guarantor hereby jointly and severally, absolutely, fully and unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such HolderTrustee, that: (ai) the principal of (and premium, if any) , and interest on the Notes will shall be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law)otherwise, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder under this Indenture or thereunder will the Notes shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will shall be 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, subject, however, in . Each of the case Note Guarantees shall be a guarantee of clauses (a) payment and not of collection. (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorSubsidiary Guarantor. (c) Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note or this Indenture except by complete performance of the obligations contained in such Note and this Indenture and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default Default in payment of principal (or premium, if any) , or interest on such any Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce each such Subsidiary Guarantor's ’s Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the HoldersHolders and any other amounts due and owing to the Trustee under this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.be

NOTE GUARANTEES. Each Subsidiary Guarantor hereby Subject to the provisions of this Article 11, each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of (of, premium and premiumLiquidated Damages, if any) , and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of, premium and Liquidated Damages, if any, and interest on any overdue interestthe Notes, to the extent if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that 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. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case of clauses (a) Guarantors shall be jointly and (b) above, severally obligated to pay the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereofof this Indenture and the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants covenant that the Note Guarantee of such Subsidiary Guarantor will Guarantees shall not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guaranteethis Indenture. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions As more particularly set forth in this IndentureSection 4.14, directly against the Notes shall be guaranteed in the future by each new Restricted Subsidiary that is a Significant Subsidiary formed under the laws of a state of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against United States (including the Company or any other Subsidiary GuarantorDistrict of Columbia) and has its principal place of business within the United States. Each Subsidiary Guarantor agrees that if, after The Notes also shall be guaranteed in the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented future as required 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, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the HoldersSection 4.15. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorGuarantors, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary GuarantorGuarantors, any amount paid by any of them either to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantorsthese Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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. Each Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of the Note Guarantee of such Subsidiary Guarantorthese Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of these Guarantees. The Guarantors shall have the Note Guarantee right to seek contribution from any non-paying Guarantor so long as the exercise of such Subsidiary Guarantorright does not impair the rights of the Holders under these Guarantees.

NOTE GUARANTEES. Each Subsidiary Guarantor hereby of the Guarantors hereby, jointly and severally, absolutelyfully and unconditionally, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of (and premium, if any) and interest (including without limitation any interest which accrues under any Debtor Relief Law with respect to the Company or any Guarantor, whether or not allowed or allowable as a claim in any such proceeding) on the Notes will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of and interest (including without limitation any interest which accrues under any Debtor Relief Law with respect to the Company or any Guarantor, whether or not allowed or allowable as a claim in any such proceeding) on the Notes, if any, and interest on any overdue interest, to the extent if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, 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, subject, however, in the case of clauses (a) Guarantors will be jointly and (b) above, severally obligated to pay the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants covenant that the this Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms this Indenture and conditions set forth as otherwise provided in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorGuarantors, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary GuarantorGuarantors, any amount paid by any of them either to the Trustee or such Holder, the this Note Guarantee of each of the Subsidiary GuarantorsGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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. Each Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof VI for the purposes of the this Note Guarantee of such Subsidiary GuarantorGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five hereofVI, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the Note Guarantee right to seek contribution from any non-paying Guarantor so long as the exercise of such Subsidiary Guarantorright does not impair the rights of the Holders under the Guarantee.

NOTE GUARANTEES. Each Subsidiary Subject to this Article Twelve, each Guarantor hereby jointly and severally, absolutelyfully and unconditionally Guarantees, unconditionally and irrevocably guarantees on a senior basis, the Notes and obligations Obligations of the Company Issuer hereunder and thereunder, and guarantees Guarantees to each Holder of a Note authenticated and delivered by the Trustee Trustee, and to the Trustee for itself and on behalf of such Holder, that: (a) the principal of (of, and interest and premium, if any) and interest on , on, the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption acceleration or otherwise (including, without limitation, including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by lawLaw), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will shall be 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, subject, however, in the case of clauses (a) and (b) above, to the limitations limitation set forth in Section 1306 12.04 hereof. Each Subsidiary Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the Company Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such Note Note, this Indenture and such Note Guarantee. Each Guarantor acknowledges that the Note Guarantee is a Guarantee of payment, performance and compliance when due and not of collection. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (principal, interest or premium, if any) or interest on , with respect to such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's ’s Note Guarantee without first proceeding against the Company Issuer or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity Maturity of the Notes, to collect interest on the Notes, Notes or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will shall pay to the Trustee for the account of the Holders, upon demand therefor, Holder 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 Company Issuer or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, Trustee on the other hand, (x1) subject to this Article Twelve, the maturity Maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed Guaranteed hereby, and (y2) in the event of any acceleration of such obligations obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor. Each Note 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, 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.

NOTE GUARANTEES. Each Subsidiary Guarantor hereby Subject to the provisions of this Article 10, each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of (and premium, if any) and interest on the Notes will Indenture Obligations shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performedfull, all in accordance with the terms hereof of this Indenture and thereof; the Notes and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that 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 for whatever reason, subject, however, in the case of clauses Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees fullest extent permitted by law) that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereofof this Indenture and the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives (to the benefits of fullest extent permitted by law) diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants covenant that the Note Guarantee of such Subsidiary Guarantor will Guarantees shall not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorGuarantors, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary GuarantorGuarantors, any amount paid by any of them either to the Trustee or such Holder, the these Note Guarantee of each of the Subsidiary GuarantorsGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that they shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees (to the fullest extent permitted by law) that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of the these Note Guarantee of such Subsidiary GuarantorGuarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of these Note Guarantees. The Guarantors shall have the Note Guarantee right to seek contribution from any non-paying Guarantor so long as the exercise of such Subsidiary Guarantorright does not impair the rights of the Holders under these Note Guarantees.

NOTE GUARANTEES. Each Subsidiary Note Guarantor hereby jointly and severallyseverally irrevocably and unconditionally guarantees, absolutelyas a primary obligor and not merely as a surety, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: and its successors and assigns (ai) the principal of (full and premium, if any) and interest on the Notes will be paid in full punctual payment when due, whether at Stated Maturitystated maturity, by acceleration, call for by redemption or otherwise otherwise, of all obligations of the Issuer under this Indenture (includingincluding obligations to the Trustee) and the Notes, without limitationwhether for payment of principal of, or interest on, the amount that would become due but for the operation Notes and all other monetary obligations of the automatic stay Issuer under Section 362(athis Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Holders Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Note Guarantor further agrees that the Guaranteed Obligations may be extended or the Trustee hereunder renewed, in whole or thereunder will be paid in full part, without notice or performedfurther 115 assent from each such Note Guarantor, all in accordance with the terms hereof and thereof; and (b) in case of that each such Note Guarantor shall remain bound under this Article 10 notwithstanding any extension of time of payment or renewal of any Notes or Guaranteed Obligation. Each Note Guarantor waives presentation to, demand of payment from and protest to the Issuer of any such other obligations, the same will be 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, subject, however, in the case Guaranteed Obligations and also waives notice of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereofprotest for nonpayment. Each Subsidiary Note Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective waives notice of the validity, regularity or enforceability of any default under the Notes or this Indenture, the absence Guaranteed Obligations. The obligations of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary each Note Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will hereunder shall not be discharged as to any Note except affected by complete performance (i) the failure of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held by any court Holder or the Trustee for the Guaranteed Obligations or any of them; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Note Guarantor, except as provided in Section 10.06. Each Note Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Note Guarantors, such that such Note Guarantor’s obligations would be less than the full amount claimed. Each Note Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or such Note Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Note Guarantor hereunder. Each Note Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Note Guarantor. Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 8.02, 10.02, 10.06 and 11.01, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to return assert any claim or demand or to enforce any remedy under this Indenture, the Company Notes or any Subsidiary Guarantorother agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of them to the Trustee any Note Guarantor or such Holder, the would otherwise operate as a discharge of any Note Guarantor as a matter of law or equity. Each Note Guarantor agrees that its Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated remain in full force and effecteffect until payment in full of all the Guaranteed Obligations. Each Subsidiary Note Guarantor further agrees thatthat its Note Guarantee herein shall continue to be effective or be reinstated, as between each Subsidiary Guarantorthe case may be, if at any time payment, or any part thereof, of principal of or interest, if any, on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the one hand, and Trustee upon the Holders and the Trustee, on the other hand, (x) the maturity bankruptcy or reorganization of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Note Guarantee of such Subsidiary GuarantorGuarantor by virtue hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect upon the failure of the obligations guaranteed hereby, Issuer to pay the principal of or interest on any Guaranteed Obligation when and (y) in as the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) same shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.become

NOTE GUARANTEES. Each Subsidiary Note Guarantor hereby jointly and severallyseverally irrevocably and unconditionally Guarantees, absolutelyas a primary obligor and not merely as a surety, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: and its successors and assigns (a) the principal of (full and premium, if any) and interest on the Notes will be paid in full punctual payment when due, whether at Stated Maturity, by acceleration, call for by redemption or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, interest on or liquidated damages in respect of the Notes and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (includingall the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Note Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without limitationnotice or further assent from each such Note Guarantor, and that each such Note Guarantor shall remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Note Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the amount that would become due but Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the operation Guaranteed Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the automatic stay under Guaranteed Obligations; or (f) any change in the ownership of such Note Guarantor, except as provided in Section 362(a) 11.02(b). Each Note Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Note Guarantors, such that such Note Guarantor's obligations would be less than the full amount claimed. Each Note Guarantor hereby waives any right to which it may be entitled to have the assets of the Federal Bankruptcy Code Company first be used and depleted as payment of the Company's or such Note Guarantor's obligations hereunder prior to any amounts being claimed from or paid by such Note Guarantor hereunder. Each Note Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Note Guarantor. Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. The Note Guarantee of each Note Guarantor is, to the extent permitted by law)and in the manner set forth in Article 12, together with interest on subordinated and subject in right of payment to the overdue principalprior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the relevant Note Guarantor and is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 8.01(b), 11.02 and 11.06, the obligations of each Note Guarantor hereunder shall not be subject to any overdue interestreduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Note Guarantor or would otherwise operate as a discharge of any Note Guarantor as a matter of law or equity. Each Note Guarantor agrees that its Note Guarantee is a continuing Guarantee and shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Note Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Note Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (a) the unpaid principal amount of such Guaranteed Obligations, (b) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent lawful, not prohibited by law) and (c) all other monetary obligations of the Company to the Holders or and the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be 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, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereofTrustee. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance it shall not be entitled to any right 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, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting subrogation in relation to either the Company or Holders in respect of any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated Guaranteed Obligations guaranteed hereby until payment in full force of all Guaranteed Obligations and effectall obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Each Subsidiary Note Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders and the Trustee, on the other hand, (xa) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 for the purposes of the any Note Guarantee of such Subsidiary Guarantorherein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed Obligations guaranteed hereby, and (yb) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article Five hereof6, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary such Note Guarantor for the purposes of this Section 11.01. Each Note Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01. Upon request of the Trustee, each Note Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Note Guarantee of such Subsidiary Guarantorthis Indenture.

NOTE GUARANTEES. Each Subsidiary Guarantor that executes this Indenture or a supplemental indenture agreeing to be bound hereby, as primary obligor and not merely as surety, hereby jointly and severally, absolutelyfully, unconditionally and irrevocably guarantees the Notes on a senior unsecured basis, jointly and obligations of the Company hereunder and thereunderseverally, and guarantees to each Holder of a Note authenticated and delivered by the Trustee Notes of each series (or such series as specified in the applicable supplement) and to the Trustee on behalf of such HolderTrustee, that: the Agents and their respective successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Notes will be paid in full of each such series when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be 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, subject, however, and all other monetary obligations of the Company under this Indenture and the Notes of each such series and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes of each such series (all such obligations set forth in the case of clauses (a) and (b) aboveabove being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the limitations set forth in Section 1306 hereofCompany of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor hereby agrees that its waives notice of any default under the Notes of any series or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be unconditional, irrespective affected by (a) the failure of the validity, regularity or enforceability of the Notes or this Indentureany Holder, the absence of Trustee or Agents to assert any action claim or demand or to enforce the same, any waiver right or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment remedy against the Company, any action to enforce the same Guarantor or any other circumstance which might otherwise constitute a legal Person under this Indenture, the Notes of any series or equitable discharge any other agreement or defense otherwise; (b) any extension or renewal of a guarantorany obligation of the Company under the Indenture or any Note, by operation of law or otherwise; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes of any series or any other agreement; or (d) except as set forth in Section 10.05, any change in the ownership of such Guarantor. Each Subsidiary Guarantor hereby waives the benefits further agrees that its Note Guarantee herein constitutes a guarantee of diligence, presentment, demand for payment, filing performance and compliance when due (and not a guarantee of claims with a court in the event of insolvency or bankruptcy of the Company, collection) and waives any right to require a proceeding first against the Company or that any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not resort be discharged as to had by any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of DefaultHolder, the Trustee or Agents to any security held for payment of the Holders are prevented by applicable law from exercising their respective rights Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein shall continue to accelerate be effective or be reinstated, as the maturity case may be, if at any time payment, or any part thereof, of the Notes, to collect principal of or interest on the Notesany Guaranteed Obligation is rescinded or must otherwise be restored by any Holder, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any Agents upon the bankruptcy or reorganization of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effectotherwise. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders Holders, the Trustee and the TrusteeAgents, on the other hand, (x) the maturity of the obligations guaranteed hereby Guaranteed Obligations may be accelerated as provided in Article Five hereof 6 for the purposes of the such Guarantor’s Note Guarantee of such Subsidiary Guarantorherein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyGuaranteed Obligations, and (y) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article Five hereof6, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary such Guarantor for the purpose purposes of this Section 10.01. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Note Guarantee of such Subsidiary GuarantorTrustee, the Agents or any Holder in enforcing any rights under this Section 10.01.

NOTE GUARANTEES. Each Subsidiary Guarantor hereby of the Guarantors hereby, jointly and severally, absolutelyunconditionally guarantees, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunderon a senior subordinated basis, and guarantees to each Holder of a Note authenticated executed and delivered by PlayCore Wisconsin, irrespective of the Trustee validity and to enforceability of this Agreement, the Trustee on behalf Notes or the obligations of such HolderPlayCore Wisconsin hereunder or thereunder, that: (a) the principal of (and premium, if any) premium and interest (including any Special Interest) on the Notes will shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principal, if any, principal of (and any premium) and interest (including any Special Interest) on any overdue interest, to the extent lawfulNotes, and all other obligations of the Company PlayCore Wisconsin to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of any 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. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case of clauses (a) Guarantors shall be jointly and (b) above, severally obligated to pay the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyPlayCore Wisconsin, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyPlayCore Wisconsin, any right to require a prior proceeding first against the Company or any other PersonPlayCore Wisconsin, protest, notice and all demands whatsoever and covenants covenant that the this Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the HoldersAgreement. If any Holder or the Trustee is required by any court or otherwise to return to the Company PlayCore Wisconsin or any Subsidiary GuarantorGuarantors, or any custodianCustodian, trustee, liquidator or other similar official acting in relation to either the Company PlayCore Wisconsin or any Subsidiary GuarantorGuarantors, any amount paid by any of them to the Trustee or such Holder, the this Note Guarantee of each of the Subsidiary GuarantorsGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders of Notes in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (xa) the maturity Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Section 12 for the purposes of the this Note Guarantee of such Subsidiary GuarantorGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (yb) in the event of any declaration of acceleration of such obligations as provided in Article Five hereofSection 12, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the Note Guarantee right to seek contribution from any non-paying Guarantor so long as the exercise of such Subsidiary Guarantorright does not impair the rights of the Holders under this Note Guarantee.

NOTE GUARANTEES. Each The Company will cause each Restricted Subsidiary Guarantor hereby jointly (other than HBI Playtex BATH LLC, HBI Receivables LLC, and severallyother than any Restricted Subsidiary that is a Foreign Subsidiary or an Immaterial Subsidiary) the equity interest of all of which are 100% owned directly or indirectly by the Company, absolutely, unconditionally to execute and irrevocably guarantees deliver a supplemental indenture to the Notes and obligations Indenture providing for a Guarantee (a “Subsidiary Guarantee”) of payment of the Company hereunder and thereunderprincipal of, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to including Special Interest, if any on the extent lawful, Notes by such Restricted Subsidiary. If the Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Closing Date and all other obligations such newly acquired or created Restricted Subsidiary Guarantees (or is a Guarantor of) any Indebtedness (“Guaranteed Indebtedness”) of the Company under a Credit Facility, then such Restricted Subsidiary will become a Subsidiary Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel satisfactory to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all (in accordance with Section 13.04) within 30 days of the terms hereof and thereofdate on which it was acquired or created; provided that (a) any Restricted Subsidiary that constitutes an Immaterial Subsidiary or Foreign Subsidiary need not become a Subsidiary Guarantor until such time as it (i) ceases to be an Immaterial Subsidiary or Foreign Subsidiary or (ii) guarantees Indebtedness of the Company under a Credit Facility and (b) the provisions of this paragraph will not apply to Receivables Subsidiaries. If the Guaranteed Indebtedness is (A) pari passu in case right of payment with the Notes or any Note Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated to, the Subsidiary Guarantee or (B) subordinated in right of payment to the Notes or any Note Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee to an extent that is not materially less favorable than that the Guaranteed Indebtedness is subordinated to the Notes or the Note Guarantee. Notwithstanding the foregoing, any Note Guarantee by any Subsidiary Guarantor may provide by its terms that it shall be automatically and unconditionally released and discharged upon the satisfaction of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be 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, subject, however, in the case of clauses (a) and (b) above, to the limitations conditions set forth in Section 1306 11.06 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor.

NOTE GUARANTEES. Each Subsidiary Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) and interest on the The Notes will be paid in full guaranteed by the Corporation and all of its Restricted Subsidiaries (other than any Subsidiary that constitutes a Receivables Entity) (such entities being, collectively, the "Guarantors"). The Guarantors will irrevocably and unconditionally guarantee on a senior secured basis the performance and punctual payment when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be 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, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its all obligations hereunder shall be unconditional, irrespective of the validityIssuer under the Indenture and the Notes, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand whether for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, expenses, indemnification or otherwise (the "Note Guarantees" and all such obligations guaranteed by the Guarantors being referred to enforce or exercise any other right or remedy with respect herein as the "Guaranteed Obligations"). The Guarantors agree to pay, in addition to the Notesamount stated above, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due any and payable had such rights all expenses (including reasonable counsel fees and remedies been permitted to be exercised expenses) incurred by the Trustee or the holders in enforcing any rights under the Note Guarantees. The Note Guarantees will be solidary (joint and several) obligations of the HoldersGuarantors. If Each Note Guarantee will be limited, after giving effect to all other contingent and fixed obligations of such Guarantor (including, without limitation, any Holder guarantees under any First Priority Lien Obligations or any refinancing or replacement thereof permitted under the Trustee is required Indenture), to an amount not to exceed the maximum amount that can be guaranteed by any court the applicable Guarantor without rendering such Note Guarantee voidable under applicable law relating to fraudulent conveyance or otherwise to return fraudulent transfer or similar laws affecting the rights of creditors generally. Each Note Guarantee will be a continuing Note Guarantee and, subject to the Company or any Subsidiary next succeeding paragraphs, will: • be senior secured obligations of the Guarantor issuing such Note Guarantee; • be secured by a first-priority Lien on the portion of the Collateral owned by the applicable Guarantor, or subject to Permitted Liens; • be structurally subordinated to all existing and future Indebtedness of any custodian, trustee, liquidator or other similar official acting in relation Unrestricted Subsidiaries; • be effectively subordinated to either the Company or any Subsidiary Guarantor, any amount paid First Priority Lien Obligations secured by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary GuarantorsXxxxxxxxx Xxxxx, to the extent theretofore dischargedof the value of the assets of that Guarantor subject to those Permitted Liens; • be senior in right of payment to any future Subordinated Indebtedness of that Guarantor, shall be reinstated if any; • remain in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on effect until payment in full of all the one hand, Guaranteed Obligations; • be binding upon the Guarantors and their successors; and • inure to the Holders benefit of and be enforceable by the Trustee, on the other handholders and their successors, (x) the maturity transferees and assigns. As of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes date of the Note Guarantee of such Subsidiary GuarantorIndenture, notwithstanding Mediative G.P. Inc. and Mediative Performance L.P. will not guarantee the Notes. In addition, any stay, injunction or other prohibition preventing such acceleration in respect future Subsidiaries of the obligations guaranteed herebyCorporation that are not Wholly-Owned Subsidiaries will not guarantee the Notes, unless such Subsidiaries are designated by the Corporation as "Restricted Subsidiaries" in accordance with the covenant described below under "Description of the Senior Secured Notes — Certain Covenants — Designation of Restricted and (y) in Unrestricted Subsidiaries". In the event of a bankruptcy, liquidation or reorganization of any acceleration of such obligations as provided in Article Five hereofthese non-guarantor Subsidiaries, such obligations (whether the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Issuer or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose any Guarantor. As of the Note Guarantee date of the Indenture, all of the Corporation's Wholly-Owned Subsidiaries will be "Restricted Subsidiaries". Any future Wholly-Owned Subsidiary of the Corporation will become a "Restricted Subsidiary" as at such time that it becomes a Wholly-Owned Subsidiary Guarantor.of the Corporation. In addition, under the circumstances described below under "Description of the Senior Secured Notes — Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries", the Corporation will be permitted to designate any Subsidiary that is not a Wholly- Owned Subsidiary as a "Restricted Subsidiary". Mediative G.P. Inc. and Mediative Performance L.P. will be treated as "Unrestricted Subsidiaries" from and after the date of the Indenture. In the event Mediative G.P. Inc. and Mediative Performance L.P. become Wholly-Owned Subsidiaries of the Corporation, Mediative G.P. Inc. and Mediative Performance L.P. will, at such time, become Restricted Subsidiaries. Under the circumstances described below under "Description of the Senior Secured Notes — Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries", the Corporation will be permitted to designate any Restricted Subsidiary that is not a Wholly-Owned Subsidiary as an "Unrestricted Subsidiary". The effect of designating a Subsidiary as an Unrestricted Subsidiary will be that:

NOTE GUARANTEES. Each Subsidiary Guarantor hereby Subject to the provisions of this Article 10, each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of (and of, premium, if any) , and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of, premium, if any, and interest on any overdue interestthe Notes, to the extent if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that 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. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case of clauses (a) Guarantors shall be jointly and (b) above, severally obligated to pay the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this BACK Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereofof this Indenture and the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants covenant that the Note Guarantee of such Subsidiary Guarantor will Guarantees shall not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guaranteethis Indenture. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions As more particularly set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of DefaultSection 4.13, the Trustee or any of Notes shall be guaranteed in the Holders are prevented future by applicable law from exercising their respective rights to accelerate each new North American Subsidiary that is a Significant Subsidiary. The Notes also shall be guaranteed in 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, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised future as required by the Trustee or any of the HoldersSection 4.14. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorGuarantors, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary GuarantorGuarantors, any amount paid by any of them either to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantorsthese Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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. Each Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of the Note Guarantee of such Subsidiary Guarantorthese Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of these Guarantees. The Guarantors shall have the Note Guarantee right to seek contribution from any non-paying Guarantor so long as the exercise of such Subsidiary Guarantorright does not impair the rights of the Holders under these Guarantees.

NOTE GUARANTEES. Each Subsidiary Note Guarantor hereby jointly and severally, absolutelyfully, unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantor, to the Notes and obligations of the Company hereunder and thereunderInitial Holder, and guarantees to each Holder of a Note authenticated the Securities and delivered by the Trustee the full and to the Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) and interest on the Notes will be paid in full punctual payment when due, whether at Stated Maturitymaturity, by acceleration, call for by redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law)principal of, together with interest on the overdue principalpremium, if any, and interest on any overdue interest, to the extent lawful, Securities and all other monetary obligations of the Company under this Indenture (including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Holders Company or any Note Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) (all the Trustee hereunder foregoing being hereinafter collectively called the “Guarantor Obligations”). Each Note Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or thereunder renewed, in whole or in part, without notice or further assent from it, and that it will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of remain bound under this Article XI notwithstanding any extension of time of payment or renewal of any Notes or Guarantor Obligation. Each Note Guarantor waives presentation to, demand of payment from and protest to the Company of any such other obligationsof the Guarantor Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Securities or the Guarantor Obligations. Each Note Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to 105 require that any resort be had by any Holder to any security held for payment of the Guarantor Obligations. Except as set forth under Section 10.2, the same will obligations of each Note Guarantor hereunder shall not be paid in full when due subject to any reduction, limitation, impairment or performed in accordance with the terms termination for any reason (other than payment of the extension Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or renewalcompromise, whether at Stated Maturityand shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by acceleration reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, subject, however, in the case Guarantor Obligations of clauses each Note Guarantor herein shall not be discharged or impaired or otherwise affected by (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence failure of any action Holder to assert any claim or demand or 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 judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first or remedy against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in person under this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against Securities, the Company other Securities Documents or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that ifagreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, after the occurrence and during the continuance waiver, amendment or modification of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate terms or provisions of this Indenture, the maturity of Securities, the Notes, to collect interest on the Notes, other Securities Documents or to enforce or exercise any other right or remedy with respect to agreement; (d) the Notes, such Subsidiary Guarantor will pay to the Trustee for the account release of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised any security held by the Trustee or any of the Holders. If any Holder or the Trustee is required for the Guarantor Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Note Guarantor, or (f) any change in the ownership of the Company; (g) by any court default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations, or (h) by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. Subject to return the provisions of Section 3.13, each Note Guarantor agrees that its Note Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Note Guarantor is released from its Note Guarantee upon the merger or the sale of all the Capital Stock or assets of the Note Guarantor in compliance with Section 10.2. Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, or interest on any of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Note Guarantor by virtue hereof, upon the failure of the Company to pay any of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Initial Holder or the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Company or any Subsidiary Guarantor, Note Guarantor whether or any custodian, trustee, liquidator not a claim for post-filing or other similar official acting post-petition interest is allowed in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the proceeding). 106 Each Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary such Note Guarantor, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the obligations Guarantor Obligations guaranteed hereby may be accelerated as provided in Article Five hereof this Indenture for the purposes of the its Note Guarantee of such Subsidiary Guarantorherein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guarantor Obligations guaranteed hereby, hereby and (y) in the event of any such declaration of acceleration of such obligations as provided in Article Five hereofGuarantor Obligations, such obligations Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary the Note Guarantor for the purpose purposes of this Note Guarantee. Each Note Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Note Guarantee of such Subsidiary GuarantorInitial Holder, the Trustee or the Holders in enforcing any rights under this Section.

NOTE GUARANTEES. Each Subsidiary Guarantor that executes this Indenture or a supplemental indenture agreeing to be bound hereby, as primary obligor and not merely as surety, hereby jointly and severally, absolutelyfully, unconditionally and irrevocably guarantees the Notes on a [senior][subordinated] unsecured basis, jointly and obligations of the Company hereunder and thereunderseverally, and guarantees to each Holder of a Note authenticated and delivered by the Trustee Notes of each series and to the Trustee on behalf of such HolderTrustee, that: the Agents and their respective successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Notes will be paid in full of each such series when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be 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, subject, however, and all other monetary obligations of the Company under this Indenture and the Notes of each such series and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes of each such series (all such obligations set forth in the case of clauses (a) and (b) aboveabove being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the limitations set forth in Section 1306 hereofCompany of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor hereby agrees that its waives notice of any default under the Notes of any series or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be unconditional, irrespective affected by (a) the failure of the validity, regularity or enforceability of the Notes or this Indentureany Holder, the absence of Trustee or Agents to assert any action claim or demand or to enforce the same, any waiver right or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment remedy against the Company, any action to enforce the same Guarantor or any other circumstance which might otherwise constitute a legal Person under this Indenture, the Notes of any series or equitable discharge any other agreement or defense otherwise; (b) any extension or renewal of a guarantorany obligation of the Company under the Indenture or any Note, by operation of law or otherwise; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes of any series or any other agreement; or (d) except as set forth in Section 10.05, any change in the ownership of such Guarantor. Each Subsidiary Guarantor hereby waives the benefits further agrees that its Note Guarantee herein constitutes a guarantee of diligence, presentment, demand for payment, filing performance and compliance when due (and not a guarantee of claims with a court in the event of insolvency or bankruptcy of the Company, collection) and waives any right to require a proceeding first against the Company or that any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not resort be discharged as to had by any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of DefaultHolder, the Trustee or Agents to any security held for payment of the Holders are prevented by applicable law from exercising their respective rights Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein shall continue to accelerate be effective or be reinstated, as the maturity case may be, if at any time payment, or any part thereof, of the Notes, to collect principal of or interest on the Notesany Guaranteed Obligation is rescinded or must otherwise be restored by any Holder, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any Agents upon the bankruptcy or reorganization of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effectotherwise. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders Holders, the Trustee and the TrusteeAgents, on the other hand, (x) the maturity of the obligations guaranteed hereby Guaranteed Obligations may be accelerated as provided in Article Five hereof 6 for the purposes of the such Guarantor’s Note Guarantee of such Subsidiary Guarantorherein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyGuaranteed Obligations, and (y) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article Five hereof6, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary such Guarantor for the purpose purposes of this Section 10.01. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Note Guarantee of such Subsidiary GuarantorTrustee, the Agents or any Holder in enforcing any rights under this Section 10.01.

NOTE GUARANTEES. Each Subsidiary Guarantor hereby Subject to this Article 10, each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereunder, that: (a) the principal of (of, and premiuminterest, premium and Special Interest, if any) and interest on , on, the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, call for upon repurchase or redemption or otherwise otherwise, and interest on the overdue principal of, premium, and (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with ) interest on the overdue principaland Special Interest, if any, and interest on any overdue intereston, to the extent lawfulNotes, and all other obligations payment Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligationsObligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, subjectthe Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, however, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the case of clauses (a) same manner and (b) above, to the limitations set forth in Section 1306 hereofsame extent as the Obligations of the Company. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants that the its Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations Obligations contained in such Note the Notes and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorCompany, the Guarantors, or any custodianCustodian, trustee, liquidator Trustee or other similar official acting in relation to either the Company or any Subsidiary Guarantorof the Guarantors, any amount paid by the Company or any of them Guarantor to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary GuarantorsGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (xa) the maturity of the obligations Obligations guaranteed hereby 122 may be accelerated as provided in Article Five 6 hereof for the purposes of the its Note Guarantee of such Subsidiary GuarantorGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed herebythereby, and (yb) in the event of any declaration of acceleration of such obligations Obligations as provided in Article Five 6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary the Guarantor for the purpose of its Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee of such Subsidiary GuarantorGuarantees.

NOTE GUARANTEES. Each Subsidiary Guarantor hereby Subject to this Article X, from and after the Issue Date, each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, that: the Notes or the obligations of the Issuer hereunder or thereunder, the full and punctual payment of principal of, premium (a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, or upon redemption, required repurchase pursuant to Section 4.7 or Section 4.11 hereof, acceleration or otherwise, and all other monetary obligations owing by accelerationthe Issuer under this Indenture (including obligations owing to the Trustee) and the Notes (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, call for redemption in whole or otherwise (includingin part, without limitationnotice or further assent from the Guarantors, and that the Guarantors will remain bound under this Article X notwithstanding any extension or renewal of any Obligation. Failing payment when due of any amount so guaranteed for whatever reason, the amount Guarantors shall be jointly and severally obligated to promptly pay the same. Each Guarantor agrees that would become due but for this is a guarantee of payment and not a guarantee of collection. All payments under each Note Guarantee will be made in U.S. dollars. The Guarantors waive presentation to, demand of payment from and protest to the operation Issuer of any of the automatic stay Obligations and also waive notice of protest for nonpayment. The Guarantors waive notice of any Default under Section 362(a) the Notes or the Obligations. The obligations of the Federal Bankruptcy Code Guarantors hereunder shall not be affected by: (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the extent permitted by lawIssuer or any other Person under this Indenture, the Notes, the Note Guarantees or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article X), together with interest on the overdue principalNotes, the Note Guarantees or any other agreement; (iv) the release of security, if any, held by any Holder or the Trustee for the Obligations or any of them; (v) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; (vi) any change in the ownership of the Issuer; or (vii) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantors or would otherwise operate as a discharge of the Guarantors as a matter of law or equity, except for payment of the Notes in full. The Guarantors, jointly and interest on severally, further agree that their Note Guarantees herein constitute a guarantee of payment when due (and not a guarantee of collection) and waive any overdue interest110 right to require that any resort be had by any Holder or the Trustee to security, if any, held for payment of the Obligations. The obligations of the Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (except to the extent lawfulprovided in Section 10.2 hereof), including any claim of waiver, release, surrender, alteration or compromise, and all other obligations shall not be subject to any defense, setoff, counterclaim, recoupment or termination whatsoever or by reason of the Company invalidity, illegality or unenforceability of the Obligations or otherwise. The Guarantors, jointly and severally, further agree that their Note Guarantees herein shall continue to be effective or be reinstated, as the Holders case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee hereunder upon the bankruptcy or thereunder will be paid reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in full or performed, all in accordance with the terms hereof and thereof; and (b) in case limitation of any extension other right which any Holder or the Trustee has at law or in equity against the Guarantors by virtue hereof, upon the failure of time of payment or renewal of the Issuer to pay any Notes or of any such other obligations, Obligation when and as the same will be paid in full when due or performed in accordance with the terms of the extension or renewalshall become due, whether at Stated Maturity, by upon redemption, required repurchase, acceleration or otherwise, subjectthe Guarantors hereby promise to and will, howeverupon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the case Trustee an amount equal to the sum of clauses (ai) the unpaid principal amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (biii) above, all other monetary Obligations of the Issuer to the limitations set forth in Section 1306 hereofHolders and the Trustee. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary The Guarantors, to the extent theretofore dischargedjointly and severally, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees agree that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby Obligations may be accelerated as provided in Article Five hereof VI for the purposes of the Note Guarantee of such Subsidiary Guarantorherein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyObligations, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article Five hereofVI, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose purposes of this Section 10.1. The Guarantors, jointly and severally, also agree 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 10.1. The Note Guarantee issued by any Guarantor shall be a general senior unsecured obligation of such Subsidiary Guarantor and shall be pari passu in right of payment with all existing and future senior Indebtedness of such Guarantor, if any.

NOTE GUARANTEES. Each Subsidiary Guarantor that executes this Indenture or a supplemental indenture agreeing to be bound hereby, as primary obligor and not merely as surety, hereby jointly and severally, absolutelyfully, unconditionally and irrevocably guarantees the Notes on a [senior][subordinated] unsecured basis, jointly and obligations of the Company hereunder and thereunderseverally, and guarantees to each Holder of a Note authenticated and delivered by the Trustee Notes of each series and to the Trustee on behalf of such HolderTrustee, that: the Agents and their respective successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Notes will be paid in full of each such series when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be 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, subject, however, and all other monetary obligations of the Issuer under this Indenture and the Notes of each such series and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this Indenture and the Notes of each such series (all such obligations set forth in the case of clauses (a) and (b) aboveabove being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the limitations Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes of any series or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder, the Trustee or Agents to assert any claim or demand or to enforce any right or remedy against the Issuer, any other Guarantor or any other Person under this Indenture, the Notes of any series or any other agreement or otherwise; (b) any extension or renewal of any obligation of the Issuer under the Indenture or any Note, by operation of law or otherwise; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes of any series or any other agreement; or (d) except as set forth in Section 1306 hereof10.05, any change in the ownership of such Guarantor. Each Subsidiary Guarantor hereby further agrees that its obligations hereunder shall be unconditional, irrespective Note Guarantee herein constitutes a guarantee of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing performance and compliance when due (and not a guarantee of claims with a court in the event of insolvency or bankruptcy of the Company, collection) and waives any right to require a proceeding first against the Company or that any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not resort be discharged as to had by any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of DefaultHolder, the Trustee or Agents to any security held for payment of the Holders are prevented by applicable law from exercising their respective rights Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein shall continue to accelerate be effective or be reinstated, as the maturity case may be, if at any time payment, or any part thereof, of the Notes, to collect principal of or interest on the Notesany Guaranteed Obligation is rescinded or must otherwise be restored by any Holder, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any Agents upon the bankruptcy or reorganization of the Holders. If any Holder Issuer or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effectotherwise. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders Holders, the Trustee and the TrusteeAgents, on the other hand, (x) the maturity of the obligations guaranteed hereby Guaranteed Obligations may be accelerated as provided in Article Five hereof 6 for the purposes of the such Guarantor’s Note Guarantee of such Subsidiary Guarantorherein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyGuaranteed Obligations, and (y) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article Five hereof6, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary such Guarantor for the purpose purposes of this Section 10.01. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Note Guarantee of such Subsidiary GuarantorTrustee, the Agents or any Holder in enforcing any rights under this Section 10.01.

NOTE GUARANTEES. Each Subsidiary Guarantor hereby Subject to the provisions of this Article 10, each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of (and premiumof, if any) premium and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of, premium and interest on the Notes, if any, and interest on any overdue interest, to the extent if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that 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. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case of clauses (a) Guarantors shall be jointly and (b) above, severally obligated to pay the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Guarantor The Guarantors hereby agrees agree that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereofof this Indenture and the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants covenant that the Note Guarantee of such Subsidiary Guarantor will Guarantees shall not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guaranteethis Indenture. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions As more particularly set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of DefaultSection 4.13, the Trustee or any of Notes shall be guaranteed in the Holders are prevented future by applicable law from exercising their respective rights to accelerate each new North American Subsidiary that is a Significant Subsidiary. The Notes also shall be guaranteed in 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, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised future as required by the Trustee or any of the HoldersSection 4.14. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorGuarantors, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary GuarantorGuarantors, any amount paid by any of them either to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantorsthese Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in BACK relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of the Note Guarantee of such Subsidiary Guarantorthese Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of these Guarantees. The Guarantors shall have the Note Guarantee right to seek contribution from any non-paying Guarantor so long as the exercise of such Subsidiary Guarantorright does not impair the rights of the Holders under these Guarantees.

NOTE GUARANTEES. Each Subsidiary Guarantor Guarantor, as primary obligor and not merely as surety, hereby jointly and severally, absolutelyfully, unconditionally and irrevocably guarantees the Notes on a senior unsecured basis, jointly and obligations of the Company hereunder and thereunderseverally, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such HolderTrustee, that: the Agents and their respective successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be 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, subject, however, and all other monetary obligations of the Issuer under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this Indenture and the Notes (all such obligations set forth in the case of clauses (a) and (b) aboveabove being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the limitations Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder, the Trustee or Agents to assert any claim or demand or to enforce any right or remedy against the Issuer, any other Guarantor or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any obligation of the Issuer under the Indenture or any Note, by operation of law or otherwise; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; or (d) except as set forth in Section 1306 hereof10.05, any change in the ownership of such Guarantor. Each Subsidiary Guarantor hereby further agrees that its obligations hereunder shall be unconditional, irrespective Note Guarantee herein constitutes a guarantee of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing performance and compliance when due (and not a guarantee of claims with a court in the event of insolvency or bankruptcy of the Company, collection) and waives any right to require a proceeding first against the Company or that any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not resort be discharged as to had by any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of DefaultHolder, the Trustee or Agents to any security held for payment of the Holders are prevented by applicable law from exercising their respective rights Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein shall continue to accelerate be effective or be reinstated, as the maturity case may be, if at any time payment, or any part thereof, of the Notes, to collect principal of or interest on the Notesany Guaranteed Obligation is rescinded or must otherwise be restored by any Holder, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any Agents upon the bankruptcy or reorganization of the Holders. If any Holder Issuer or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effectotherwise. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders Holders, the Trustee and the TrusteeAgents, on the other hand, (x) the maturity of the obligations guaranteed hereby Guaranteed Obligations may be accelerated as provided in Article Five hereof 6 for the purposes of the such Guarantor’s Note Guarantee of such Subsidiary Guarantorherein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyGuaranteed Obligations, and (y) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article Five hereof6, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary such Guarantor for the purpose purposes of this Section. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Note Guarantee of such Subsidiary GuarantorTrustee, the Agents or any Holder in enforcing any rights under this Section.

NOTE GUARANTEES. Each Subsidiary Note Guarantor hereby jointly and severally, absolutelyfully, unconditionally and irrevocably guarantees the Notes guarantees, as primary obligor and obligations of the Company hereunder not merely as surety, jointly and thereunderseverally with each other Note Guarantor, and guarantees to each Holder of a Note authenticated the Securities and delivered by the Trustee the full and to the Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) and interest on the Notes will be paid in full punctual payment when due, whether at Stated Maturitymaturity, by acceleration, call for by redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law)principal of, together with interest on the overdue principalpremium, if any, and interest on any overdue interest, to the extent lawful, Securities and all other monetary obligations of the Company under this Indenture (including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Holders Company or any Note Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) (all the Trustee hereunder foregoing being hereinafter collectively called the “Guarantor Obligations”). Each Note Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or thereunder renewed, in whole or in part, without notice or further assent from it, and that it will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of remain bound under this Article X notwithstanding any extension of time of payment or renewal of any Notes or Guarantor Obligation. Each Note Guarantor waives presentation to, demand of payment from and protest to the Company of any such other obligations, the same will be 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, subject, however, in the case Guarantor Obligations and also waives notice of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereofprotest for nonpayment. Each Subsidiary Note Guarantor hereby waives notice of any default under the Securities or the Guarantor Obligations. Each Note Guarantor further agrees that its obligations hereunder shall be unconditional, irrespective Note Guarantee herein constitutes a Guarantee of the validity, regularity or enforceability payment when due (and not a Guarantee of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby collection) and waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first that any resort be had by any Holder to any security held for payment of the Guarantor Obligations. Except as set forth under Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the Guarantor Obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in person under this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against Securities, the Company other Securities Documents or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that ifagreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, after the occurrence and during the continuance waiver, amendment or modification of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate terms or provisions of this Indenture, the maturity of Securities, the Notes, to collect interest on the Notes, other Securities Documents or to enforce or exercise any other right or remedy with respect to agreement; (d) the Notes, such Subsidiary Guarantor will pay to the Trustee for the account release of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised any security held by the Trustee or any of the Holders. If any Holder or the Trustee is required for the Guarantor Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Note Guarantor, or (f) any change in the ownership of the Company; (g) by any court default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations, or (h) by any other act or thing or omission or delay to do any other act or thing 108 which may or might in any manner or to any extent vary the risk of any Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. Subject to return the provisions of Section 3.13, each Note Guarantor agrees that its Note Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Note Guarantor is released from its Note Guarantee upon the merger or the sale of all the Capital Stock or assets of the Note Guarantor in compliance with Section 10.2. Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, or interest on any of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Note Guarantor by virtue hereof, upon the failure of the Company to pay any of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Company or any Subsidiary Guarantor, Note Guarantor whether or any custodian, trustee, liquidator not a claim for post-filing or other similar official acting post-petition interest is allowed in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effectproceeding). Each Subsidiary Note Guarantor further agrees that, as between each Subsidiary such Note Guarantor, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the obligations Guarantor Obligations guaranteed hereby may be accelerated as provided in Article Five hereof this Indenture for the purposes of the its Note Guarantee of such Subsidiary Guarantorherein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guarantor Obligations guaranteed hereby, hereby and (y) in the event of any such declaration of acceleration of such obligations as provided in Article Five hereofGuarantor Obligations, such obligations Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary the Note Guarantor for the purpose purposes of this Note Guarantee. Each Note Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Note Guarantee of such Subsidiary GuarantorTrustee or the Holders in enforcing any rights under this Section.

NOTE GUARANTEES. Each Subsidiary Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee Trustee, and to the Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption acceleration or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by lawLaw), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be paid in full when due or performed in accordance with the terms of 101 the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 1304 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will shall not be discharged as to any Note except by complete performance of the obligations contained in such Note Note, this Indenture and such Note Guarantee. Each Subsidiary Guarantor acknowledges that the Note Guarantee is a guarantee of payment and not of collection. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) subject to this Article Thirteen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed Guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor. Each Note 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.

NOTE GUARANTEES. Each Subsidiary Guarantor that executes this Indenture or a supplemental indenture agreeing to be bound hereby, as primary obligor and not merely as surety, hereby jointly and severally, absolutelyfully, unconditionally and irrevocably guarantees the Notes on a senior unsecured basis, jointly and obligations of the Company hereunder and thereunderseverally, and guarantees to each Holder of a Note authenticated and delivered by the Trustee Notes of each series and to the Trustee on behalf of such HolderTrustee, that: the Agents and their respective successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Notes will be paid in full of each such series when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be 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, subject, however, and all other monetary obligations of the Company under this Indenture and the Notes of each such series and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes of each such series (all such obligations set forth in the case of clauses (a) and (b) aboveabove being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the limitations set forth in Section 1306 hereofCompany of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor hereby agrees that its waives notice of any default under the Notes of any series or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be unconditional, irrespective affected by (a) the failure of the validity, regularity or enforceability of the Notes or this Indentureany Holder, the absence of Trustee or Agents to assert any action claim or demand or to enforce the same, any waiver right or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment remedy against the Company, any action to enforce the same Guarantor or any other circumstance which might otherwise constitute a legal Person under this Indenture, the Notes of any series or equitable discharge any other agreement or defense otherwise; (b) any extension or renewal of a guarantorany obligation of the Company under the Indenture or any Note, by operation of law or otherwise; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes of any series or any other agreement; or (d) except as set forth in Section 10.05, any change in the ownership of such Guarantor. Each Subsidiary Guarantor hereby waives the benefits further agrees that its Note Guarantee herein constitutes a guarantee of diligence, presentment, demand for payment, filing performance and compliance when due (and not a guarantee of claims with a court in the event of insolvency or bankruptcy of the Company, collection) and waives any right to require a proceeding first against the Company or that any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not resort be discharged as to had by any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of DefaultHolder, the Trustee or Agents to any security held for payment of the Holders are prevented by applicable law from exercising their respective rights Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein shall continue to accelerate be effective or be reinstated, as the maturity case may be, if at any time payment, or any part thereof, of the Notes, to collect principal of or interest on the Notesany Guaranteed Obligation is rescinded or must otherwise be restored by any Holder, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any Agents upon the bankruptcy or reorganization of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effectotherwise. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders Holders, the Trustee and the TrusteeAgents, on the other hand, (x) the maturity of the obligations guaranteed hereby Guaranteed Obligations may be accelerated as provided in Article Five hereof 6 for the purposes of the such Guarantor’s Note Guarantee of such Subsidiary Guarantorherein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyGuaranteed Obligations, and (y) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article Five hereof6, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary such Guarantor for the purpose purposes of this Section 10.01. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Note Guarantee of such Subsidiary GuarantorTrustee, the Agents or any Holder in enforcing any rights under this Section 10.01.

NOTE GUARANTEES. (a) Each Subsidiary Guarantor hereby of the Guarantors, jointly and severally, absolutelyhereby unconditionally guarantees, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunderon a senior secured basis (such guarantee being a "Note Guarantee"), and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity or enforceability of this Indenture, the Notes or the Obligations of the Company under this Indenture or the Notes, that: (ai) the principal of (and of, premium, if any) , and interest on the Notes will shall be paid in full when due, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, call for redemption or otherwise otherwise, and interest on the overdue principal, premium and (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal) interest, if any, and interest on any overdue interest, to of the extent lawful, Notes and all other obligations Obligations of the Company to the Holders or the Trustee hereunder under this Indenture or thereunder will the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (bii) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the same will they shall be 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, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturitymaturity, by acceleration, call for redemption, purchase redemption or otherwise. Failing payment when due of any amount so guaranteed or failing performance of any other Obligation of the Company to the Holders, legal proceedings may for whatever reason, Guarantor shall be instituted by jointly and severally obligated to pay, or to perform or to cause the Trustee on behalf performance of, the same immediately, whether or by, the Holder of not such Note, subject failure to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company pay or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of perform has become an Event of DefaultDefault that could cause acceleration pursuant to Section 6.2 hereof. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Note Guarantee, the Trustee or any of and shall entitle the Holders are prevented by applicable law from exercising their respective rights of Notes to accelerate the maturity Obligations of each Guarantor hereunder in the same manner and to the same extent as the Obligations of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary GuarantorCompany.

NOTE GUARANTEES. Each Subsidiary Guarantor hereby Subject to the provisions of this Article 10, each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holderand its successors and assigns, that: (a) the principal of (and premiumof, if any) premium and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, call for redemption or otherwise (includingotherwise, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with and interest on the overdue principalprincipal of, premium and interest on the Notes, if any, and interest on any overdue interest, to the extent if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that 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. Failing payment when due of any amount so guaranteed for whatever reason, subject, however, in the case of clauses (a) Guarantors shall be jointly and (b) above, severally obligated to pay the limitations set forth in Section 1306 hereofsame immediately. Each Subsidiary Guarantor of the Note Guarantees shall be a guarantee of payment and not of collection. The Guarantors hereby agrees agree that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereofof this Indenture and the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other PersonCompany, protest, notice and all demands whatsoever and covenants covenant that the Note Guarantee of such Subsidiary Guarantor will Guarantees shall not be discharged as to any Note except by complete performance of the obligations contained in such Note the Notes and such Note Guaranteethis Indenture. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions As more particularly set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of DefaultSection 4.13, the Trustee or any of Notes shall be guaranteed in the Holders are prevented future by applicable each new Restricted Subsidiary so long as such Restricted Subsidiary is not prohibited by law from exercising their respective rights to accelerate the maturity of guaranteeing the Notes, to collect interest on . The Notes also shall be guaranteed in the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised future as required by the Trustee or any of the HoldersSection 4.14. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary GuarantorGuarantors, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary GuarantorGuarantors, any amount paid by any of them either to the Trustee or such Holder, the these Note Guarantee of each of the Subsidiary GuarantorsGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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. Each Guarantor further agrees that, as between each Subsidiary Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of the these Note Guarantee of such Subsidiary GuarantorGuarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of these Note Guarantees. The Guarantors shall have the Note Guarantee right to seek contribution from any non-paying Guarantor so long as the exercise of such Subsidiary Guarantorright does not impair the rights of the Holders under these Note Guarantees.

NOTE GUARANTEES. Each Subsidiary Guarantor Subject to the provisions of this ‎ARTICLE VII, the Guarantors hereby fully, irrevocably and unconditionally guarantee, jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and the Authorized Agents the full and punctual payment (whether at an installment date or the Maturity Date, upon redemption, purchase pursuant to an offer to purchase or acceleration or otherwise) of the principal, premium (if any) or interest, and any other amounts that may come due and payable under each Note and the full and punctual payment of all other amounts payable by the Issuer under this Indenture as they come due, provided that the obligations of each Guarantor hereunder shall be limited to the maximum amount as shall, 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 behalf of any other Guarantor in respect of the obligations of such Holderother Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, that: (a) result in such obligations not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under Applicable Law. Upon failure by the principal Issuer to pay punctually any such amount, each of (the Guarantors shall, without duplication, forthwith pay the amount not so paid at the place and premiumtime and in the manner specified in this Indenture. This Note Guarantee constitutes a direct, if any) joint and interest on the Notes several, general unsecured and unconditional primary obligation of each Guarantor that will at all times rank at least pari passu with any existing and future senior unsecured Indebtedness of such Guarantor, except for such obligations as may be paid in full when duepreferred by provisions of law that are both mandatory and of general application, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, including without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, tax and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be 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, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereoflabor claims. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditionalto pay, irrespective of in addition to the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the sameamounts stated above, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever fees, indemnity amounts and covenants that reasonable and documented costs and expenses (including reasonable and documented counsel fees and expenses) incurred by the Note Guarantee of such Subsidiary Guarantor will not be discharged as to Trustee or the Holders in enforcing any Note except by complete performance of the obligations contained in such Note and such rights under any Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject unconditionally and irrevocably waives all benefits applicable thereto to the terms fullest extent possible under existing law for this Note Guarantee to be joint and conditions set forth in this Indenture, directly against each several with the obligations of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary GuarantorIssuer.

NOTE GUARANTEES. Each Subsidiary (a) Subject to Section 12.05 hereof, each Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes and the Obligations of the Company hereunder and thereunder, that: (ai) the principal of (and of, premium, if any) , and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, call for redemption or otherwise otherwise, and interest on the overdue principal, premium, if any, (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with ) and interest on the overdue principalany interest, if any, and interest on any overdue interest, to the extent lawfulNotes, and all other obligations payment Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or any of any such other obligationsObligations, 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, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect subject to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Noteapplicable grace period, whether at its Stated Maturitystated maturity, by acceleration, call for redemption, purchase redemption or otherwise, legal proceedings may . Failing payment when so due of any amount so guaranteed for whatever reason each Guarantor will be instituted by obligated to pay 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 each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantorsame immediately. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an An Event of DefaultDefault under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, the Trustee or any of and shall entitle the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity Obligations of the Notes, to collect interest on Guarantors hereunder in the Notes, or to enforce or exercise any other right or remedy with respect same manner and to the Notes, such Subsidiary Guarantor will pay to same extent as the Trustee for the account Obligations of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Note Guarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary GuarantorCompany.