Common use of Agreement to Guarantee Clause in Contracts

Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, 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. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors (including each Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiary, 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in Subject to Article 10 of the Indenture or any supplemental indentureIndenture, to such Guaranteeing Subsidiary hereby, jointly and severally with all other Guarantors, unconditionally guarantee guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (i) the principal of, premiumand premium and Liquidated Damages, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, 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 guarantorGuarantor, other than payment in full of all obligations under the Notes. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and the Indenture and this Supplemental Indenture, and each such Guaranteeing Subsidiary hereby accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors (including each Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Issuers or the Note Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Such Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiarythe Guarantors, 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary The Guarantors shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this the Note GuaranteeGuarantees. (i) Pursuant to In accordance with Section 10.02 of the Indenture, after giving effect to any maximum amount and all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance lawslaw, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each such Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureIndenture, to jointly and severally unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (i) the principal of, premiumand premium and Liquidated Damages, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and the Indenture and this Supplemental Indenture, and each the Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiarythe 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary The Guarantors shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this the Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to any maximum amount and all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary such Guarantor under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureIndenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Issuer hereunder or thereunder, that: (i) the principal ofof and interest, premiumpremium and Additional Interest, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers Issuer to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, interest on the Notes and all other monetary obligations of the Issuers Issuer under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each the Note Guarantor Guarantors and each the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture, the Holdings Guarantee Indenture or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of either of the IssuersIssuer, any right to require a proceeding first against the IssuersIssuer, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and each the Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsIssuer, the Note Guarantors (including each the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Issuer or the Note Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary 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. (g) As between each the Guaranteeing Subsidiary, 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such the Guaranteeing Subsidiary for the purpose of this Note Guarantee. (h) Each The Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each such Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings Issuer or any Note Guarantor for liquidation or liquidation, reorganization, should the Issuers, Holdings Issuer or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ Issuer’s or any Note Guarantor’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, the Holdings Guarantee Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (lk) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (ml) This Note Guarantee shall be a general unsecured senior unsecured obligation of each the Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such the Guaranteeing Subsidiary, if any. (nm) Each payment to be made by each the Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureIndenture, to jointly and severally unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (i) the principal of, premium, if any, of and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) The following is hereby waived: diligence, diligence presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and the Indenture and this Supplemental Indenture, and each the Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiarythe 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary The Guarantors shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note the Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all any maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary such Guarantor under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureIndenture, to jointly and severally unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (i) assigns that the principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on any overdue interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Issuer to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and or under the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) , subject, however, to the limitations set forth in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms Section 10.3 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collectionIndenture. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. (c) The following is Guaranteeing Subsidiary hereby waivedwaives: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersIssuer, any right to require a proceeding first against the IssuersIssuer, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture Notes and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors (including each Guaranteeing Subsidiary)Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings Issuer or the Note Guarantorsany Guarantor, any amount paid either by the Issuer or any Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary agrees that any claim against the Issuer that arises from the payment, performance or enforcement of the Guaranteeing Subsidiary’s obligations under this Guarantee or the Indenture, including, without limitation, any right of subrogation, shall be subject and subordinate to, and no payment with respect to any such claim of the Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to made before, the Holders in respect of any obligations guaranteed hereby until payment in full in cash of all obligations guaranteed herebyoutstanding Notes in accordance with the provisions provided therefor in the Indenture. (g) As between each Guaranteeing Subsidiarythe 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 6 VI of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 VI of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary each Guarantor for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary The Guarantors agree, inter se, that in the event any payment or distribution is made by any Guarantor (a “Funding Guarantor”) under the Guarantees, such Funding Guarantor shall have the right be entitled to seek a contribution from Holdings all other Guarantors in a pro rata amount, based on the net assets of each Guarantor (including the Funding Guarantor), determined in accordance with GAAP, subject to Section 10.3 of the Indenture, for all payments, damages and expenses incurred by such Funding Guarantor in discharging the Issuer’s obligations with respect to the Notes or any non-paying Note Guarantor so long other Guarantor’s obligations under the Guarantees, as the exercise of such right does not impair the rights of the Holders under this Note Guaranteecase may be. (i) Pursuant to Section 10.02 The obligations of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant Guaranteeing Subsidiary under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generallyextent set forth in Section 10.3. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure inures to the benefit of and be is enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureIndenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Issuer hereunder or thereunder, that: (i) the principal of, premium, if any, performance and interest on the Notes shall be promptly paid in full punctual payment when due, whether at Stated Maturitymaturity, by acceleration, redemption acceleration or otherwise, of all obligations of the Issuer under the Indenture and interest on the overdue Notes, whether for payment of principal of and or interest on the Notes, if anyexpenses, if lawful, and all other Obligations of the Issuers to the Holders indemnification or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall otherwise will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each Note Guarantor the Guarantors and each the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorIssuer, 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. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersIssuer, any right to require a proceeding first against the IssuersIssuer, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and each the Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsIssuer, the Note Guarantors (including each the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Issuer or the Note Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary shall not be entitled also agrees to pay any right and all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under Section 10.01 of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebyIndenture and Section 2 hereof. (g) As between each the Guaranteeing Subsidiary, 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 6 VI of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 VI of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such the Guaranteeing Subsidiary for the purpose of this Note Guarantee. (h) Each To the extent that the Guaranteeing Subsidiary makes a payment under its Guarantee, the Guaranteeing Subsidiary shall have be entitled upon payment in full of all guaranteed obligations under the right Indenture to seek a contribution from Holdings or any non-paying Note each other Subsidiary Guarantor so long as the exercise in an amount equal to such other Subsidiary Guarantor’s pro rata portion of such right does not impair payment based on the rights respective net assets of all the Holders under this Note GuaranteeSubsidiary Guarantors at the time of such payment determined in accordance with GAAP. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 X of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each such Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the IssuersIssuer for liquidation, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor 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 Issuers’, Holdings’ or any Note GuarantorIssuer’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, the Holdings Guarantee or Note GuaranteesNotes and Guarantee, whether as a “voidable preference,” ”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (lk) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (ml) This Note Guarantee shall be a general unsecured senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (nm) Each payment to be made by each the Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing The Subsidiary Guarantor hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureThe Subsidiary Guarantor, to jointly and severally with all other Subsidiary Guarantors, if any, unconditionally guarantee guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Authority hereunder or thereunder, that: (i) the principal of, premium, if any, of and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Authority to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each Note Guarantor and each Guaranteeing the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately, in each case to the extent lawful. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditionalNotwithstanding the foregoing, irrespective of the validity, regularity or enforceability of the Notes, the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, 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. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event that this Subsidiary Guarantee would constitute or result in a violation of insolvency any applicable fraudulent conveyance or bankruptcy similar law of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notesrelevant jurisdiction, the liability of such Subsidiary Guarantor under this Supplemental Indenture and this Supplemental Indenture, and each Guaranteeing its Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors (including each Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiary, 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum such amount permissible as will not, after giving effect thereto, and to all other liabilities of such that the obligations of each Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or Guarantor, result in such amount constituting a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows: (a) Along The Guaranteeing Subsidiary, along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureother Guarantors, to jointly and severally unconditionally guarantee severally, and fully and unconditionally, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium, if any, and interest and Liquidated Damages, if any, on the Notes, if any, if lawfullawful (subject in all cases to any applicable grace period provided herein), and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; andand the principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes, if lawful (subject in all cases to any applicable grace period provided herein) (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This The Guaranteeing Subsidiary agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guaranteeing Subsidiary hereby agrees that, to the maximum extent permitted under applicable law, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. (c) The following is Guaranteeing Subsidiary, subject to Section 6.06 of the Indenture, hereby waived: waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This whatsoever and covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture Notes and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (ed) If The Guaranteeing Subsidiary agrees that if any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to any of the Issuers, Holdings Company or the Note Guarantors, any amount paid either by any of them to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (fe) Each The Guaranteeing Subsidiary agrees that the Guaranteeing Subsidiary 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. (gf) As The Guaranteeing Subsidiary agrees that, as between each Guaranteeing Subsidiarythe 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 6 Six of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 Six of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Guarantee. (hg) Each The Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this the Note Guarantee. (ih) Pursuant The Guaranteeing Subsidiary confirms, pursuant to Section 10.02 of the Indenture, that it is the intention of such Guaranteeing Subsidiary that its Note Guarantee not constitute (i) a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to its Note Guarantee or (ii) an unlawful distribution under any applicable state law prohibiting shareholder distributions by an insolvent subsidiary to the extent applicable to its Note Guarantee, and, to effectuate the foregoing intention, agrees hereby irrevocably that the obligations of such Guaranteeing Subsidiary will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guaranteeing Subsidiary that are relevant under any applicable Bankruptcy Law or fraudulent conveyance such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 Ten of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that result in the obligations of each such Guaranteeing Subsidiary under this its Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constituting a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance or such an unlawful shareholder distribution. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity Guarantors irrevocably and enforceability of unconditionally guarantees the IndentureGuarantee Obligations, the Notes or the obligations of the Issuers hereunder or thereunder, that: which include (i) the due and punctual payment of the principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be promptly paid in full when dueNotes, whether at Stated Maturitystated maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and premium, if any, and (to the extent permitted by law) interest on any interest and Liquidated Damages, if any, on the Notes, if any, if lawful, and the due and punctual performance of all other Obligations obligations of the Issuers Company, to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof set forth in Article XI of the Indenture, and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall 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 The obligations of the Guarantors to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article XI of the Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee. No stockholder, employee, officer, director or incorporator, as such, past, present or future of the Guarantors shall have any amount so guaranteed liability under this Guarantee by reason of his or any performance so guaranteed for whatever reasonits status as such stockholder, Holdingsemployee, each Note Guarantor and each Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediatelyofficer, director or incorporator. This is a guarantee of payment continuing Guarantee and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, 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. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors (including each Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiary, 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue shall be binding upon the Guarantors and their respective successors and assigns until full and final payment of all of the Company's obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor 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 the successors and assigns of the Issuers’Trustee and the Holders, Holdings’ and, in the event of any transfer or assignment of rights by any Note Guarantor’s assetsHolder or the Trustee, the rights and shallprivileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time terms and conditions hereof. This is a Guarantee of payment and performance not of collectibility. The Obligations 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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantors under its Guarantee shall be invalid, illegal or unenforceable, limited to the validity, legality, and enforceability of the remaining provisions shall extent necessary to insure that it does not in any way be affected or impaired therebyconstitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE XI OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary The Parent Guarantor hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in Subject to Subsection 3(b) below, the Indenture Parent Guarantor (or any supplemental indenture, successor person pursuant to jointly the applicable provisions of this Second Supplemental Indenture) hereby irrevocably and severally unconditionally guarantees (such guarantee being the “Guarantee”) to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, Indenture and the Notes or the obligations of the Issuers hereunder or Securities thereunder, that: : (i) the principal of, premium, if any, and interest on the Notes shall Securities promptly will be promptly paid in full when due, whether at Stated the Maturity, by acceleration, call for redemption or otherwise, and interest on the overdue principal of and interest on the Notesprincipal, premium, if any, and interest, if any, on the Securities, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or and the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall Securities thereunder will be promptly paid in full or performed, all in accordance with the terms hereof of the Indenture and thereof; and the Securities thereunder, and (ii) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, that the same shall 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. Failing payment when due by the Company of any amount so guaranteed or any performance so guaranteed for whatever reason, Holdings, each Note the Parent Guarantor and each Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The Parent Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Indenture or the Indenture, the Holdings Guarantee or any other Note GuaranteeSecurities thereunder, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof of the Indenture or thereofthe Securities thereunder, the recovery of any judgment against the IssuersCompany, 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. (c) . The following is Parent Guarantor hereby waived: waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This Note whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture Securities and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) . If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors (including each Guaranteeing Subsidiary), Company or any custodian, trusteeTrustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note GuarantorsCompany, any amount paid either by the Company to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing Subsidiary . The Parent 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. (gb) As between each Guaranteeing Subsidiary, on It is the one hand, intention of the Parent Guarantor and the Holders and Company that the Trustee, on the other hand, (x) the maturity obligations of the Parent Guarantor hereunder shall be, but not in excess of, the maximum amount permitted by applicable law. Accordingly, if the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee would be annulled, avoided or subordinated to the creditors of the Parent Guarantor by a court of competent jurisdiction in a proceeding actually pending before such court as a result of a determination both that such Guarantee was made without fair consideration and, immediately after giving effect thereto, the Parent Guarantor was insolvent or unable to pay its debts as they mature or left with an unreasonably small capital, then the obligations guaranteed hereby, and (y) of the Parent Guarantor under the Guarantee shall be reduced by such court if such reduction would result in the event of any declaration of acceleration avoidance of such obligations annulment, avoidance or subordination; provided, however, that any reduction pursuant to this paragraph shall be made in the smallest amount as provided in Article 6 of the Indenture, is strictly necessary to reach such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary for the purpose result. For purposes of this Note Guaranteeparagraph, “fair consideration,” “insolvency,” “unable to pay its debts as they mature,” “unreasonably small capital” and the effective times of reductions, if any, required by this paragraph shall be determined in accordance with applicable law. (hc) Each Guaranteeing Subsidiary The Parent Guarantor shall have the right be subrogated to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the all rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of against the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor Company in respect of any amounts paid by Parent Guarantor pursuant to the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 provisions of the Guarantee or the Indenture; provided, this new Note Guarantee shall be limited to the maximum amount permissible such however, that the obligations of each Guaranteeing Subsidiary under this Note Guarantee will Parent Guarantor shall not be voidable under applicable law relating entitled to fraudulent conveyance enforce or fraudulent transfer or similar laws affecting the rights of creditors generally. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should receive any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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 amountpayments arising out of, or must otherwise be restored or returned by any obligee on based upon, such right of subrogation until the Notesprincipal of, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiarypremium, if any, and pari passu with interest on all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if anySecurities issued under the Indenture shall have been paid in full. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary The Guarantor hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indenture, to jointly and severally unconditionally guarantee guarantees to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes Securities or the obligations Obligations of the Issuers Company hereunder or and thereunder, that: : (ia) the principal of, premium, if any, and interest on the Notes shall Securities will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesprincipal, premium, if any, if lawful, and (to the extent permitted by law) interest on any interest on the Securities and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and and (iib) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligationspayment Obligations, that same shall 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 due of any amount so guaranteed or any performance so guaranteed for whatever reason, Holdings, each Note reason the Guarantor and each Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee An Event of payment Default under the Indenture or the Securities shall constitute an event of default under this Guarantee, and not a guarantee shall entitle the Holders of collection. (b) Securities to accelerate the Obligations of the Guarantor hereunder in the same manner and to the same extent as the Obligations of the Company. The obligations Guarantor hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Securities or the Indenture, the Holdings Guarantee or any other Note Guarantee, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) the Guarantor. The following is Guarantor hereby waived: waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This Note whatsoever and covenant that this Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Notes, the Indenture Securities and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) . If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantor, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note GuarantorsGuarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing Subsidiary . The Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. (g) As . The Guarantor further agrees that, as between each Guaranteeing Subsidiarythe Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 5 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 5 of the Indenture, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantor for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureIndenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Issuer hereunder or thereunder, that: (i) the principal ofof and interest, premiumpremium and Additional Interest, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers Issuer to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, interest on the Notes and all other monetary obligations of the Issuers Issuer under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each the Note Guarantor Guarantors and each the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture, the Holdings Guarantee Indenture or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of either of the IssuersIssuer, any right to require a proceeding first against the IssuersIssuer, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and each the Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsIssuer, the Note Guarantors (including each the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Issuer or the Note Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary 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. (g) As between each the Guaranteeing Subsidiary, 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such the Guaranteeing Subsidiary for the purpose of this Note Guarantee. (h) Each The Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 11.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each such Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings Issuer or any Note Guarantor for liquidation or liquidation, reorganization, should the Issuers, Holdings Issuer or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ Issuer’s or any Note Guarantor’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, the Holdings Guarantee Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (lk) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (ml) This Note Guarantee shall be a general unsecured senior unsecured subordinated obligation of each the Guaranteeing Subsidiary, ranking senior and shall be subordinated in right of payment to all existing and future Subordinated Senior Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such the Guaranteeing Subsidiary, if any. (nm) Each payment to be made by each the Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary The Guarantor hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indenture, to jointly and severally unconditionally guarantee guarantees to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes Securities or the obligations Obligations of the Issuers Company hereunder or and thereunder, that: : (ia) the principal of, premium, if any, and interest on the Notes shall Securities will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesprincipal, premium, if any, if lawful, and (to the extent permitted by law) interest on any interest on the Securities and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and and (iib) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligationspayment Obligations, that same shall 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 due of any amount so guaranteed or any performance so guaranteed for whatever reason, Holdings, each Note reason the Guarantor and each Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee An Event of payment Default under the Indenture or the Securities shall constitute an event of default under this Guarantee, and not a guarantee shall entitle the Holders of collection. (b) Securities to accelerate the Obligations of the Guarantor hereunder in the same manner and to the same extent as the Obligations of the Company. The obligations Guarantor hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Securities or the Indenture, the Holdings Guarantee or any other Note Guarantee, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) the Guarantor. The following is Guarantor hereby waived: waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This Note whatsoever and covenant that this Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Notes, the Indenture Securities and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) . If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantor, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note GuarantorsGuarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing Subsidiary . The Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. (g) As . The Guarantor further agrees that, as between each Guaranteeing Subsidiarythe Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 of the Indenture, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantor for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary The Guarantor hereby agrees as follows: (a) Along with Holdings The Guarantor hereby absolutely, unconditionally, fully and all Note Guarantors named in irrevocably guarantees the Indenture or any supplemental indentureNotes and obligations of the Company thereunder and under the Indenture, to jointly and severally unconditionally guarantee guarantees to each Holder of a Note authenticated and delivered by the Trustee Trustee, and to the Trustee and its successors and assignson behalf of such Holder, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: that (i) the principal of, of (and premium, if any, ) and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturity, by accelerationacceleration or otherwise (including, redemption or otherwisewithout limitation, the amount that would become due but for the operation of any automatic stay provision of any Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the overdue principal of and interest on the Notes, if any, if extent lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and or the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof of the Indenture and thereofthe Notes; and and (ii) in case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same shall 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. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, Holdings, each Note Guarantor and each Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee Indenture or any other Note Guarantee, 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 of the Indenture or thereofthe Notes (other than those which expressly release, discharge or otherwise affect the Guarantee), any release of any other Notes Guarantor (as defined below), the recovery of any judgment against the Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorNotes Guarantor. (c) The following is Guarantor hereby waived: waives (to the extent permitted by law) the benefits of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany or any other Person, protest, notice and all demands whatsoever. (d) This Note whatsoever and covenants, subject to Section 6 hereof, that this Guarantee shall not be discharged as to the Notes, except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Guarantee. The Guarantor acknowledges that this Guarantee is a guarantee of payment and not of collection. (d) The Guarantor hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on any Notes, whether at Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Notes, subject to the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce the Guarantee without first proceeding against the Company or any other Notes Guarantor. The Guarantor agrees that if, after the occurrence and each Guaranteeing Subsidiary accepts all obligations during the continuance of a Note an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, the Guarantor under will pay to the IndentureTrustee 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. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors (including each Guaranteeing Subsidiary)Company or any Notes Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantorsany Notes Guarantor, any amount paid either by any of them to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to . The Guarantor further agrees that, as between the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. (g) As between each Guaranteeing SubsidiaryGuarantor, on the one hand, and the Holders and the Trustee, on the other hand, hand (x) subject to the terms and provisions of this Supplemental Indenture, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 VI of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 VI of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantor for the purpose of this Note Guarantee. (hf) Each Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor Company for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor 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 Issuers’, Holdings’ or any Note GuarantorCompany’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” ”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment 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. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureIndenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Issuer hereunder or thereunder, that: (i) the principal ofof and interest, premiumpremium and Additional Interest, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers Issuer to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, interest on the Notes and all other monetary obligations of the Issuers Issuer under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each the Note Guarantor Guarantors and each the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture, the Holdings Guarantee Indenture or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of either of the IssuersIssuer, any right to require a proceeding first against the IssuersIssuer, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and each the Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsIssuer, the Note Guarantors (including each the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Issuer or the Note Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary 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. (g) As between each the Guaranteeing Subsidiary, 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such the Guaranteeing Subsidiary for the purpose of this Note Guarantee. (h) Each The Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each such Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings Issuer or any Note Guarantor for liquidation or liquidation, reorganization, should the Issuers, Holdings Issuer or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ Issuer’s or any Note Guarantor’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, the Holdings Guarantee Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (lk) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (ml) This Note Guarantee shall be a general unsecured senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and ranking pari passu with all existing and future Senior Pari Passu Indebtedness of such the Guaranteeing Subsidiary, if any. (nm) Each payment to be made by each the Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary The Guarantor hereby agrees as follows: (a) Along with Holdings fully and all Note Guarantors named in the Indenture or any supplemental indenture, to jointly and severally unconditionally guarantee guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the IndentureSecurities, the Notes or the obligations due and punctual payment of the Issuers hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on the Notes Securities, and the due and punctual payment of any Additional Amounts that may be payable with respect to such Securities, when and as the same shall be promptly paid in full when duebecome due and payable, whether at on the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms hereof and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers Indenture. In case of the failure of the Corporation punctually to the Holders or the Trustee hereunder or thereunder whether for make any such payment of principal ofprincipal, premium, if any, or interest, or any Additional Amounts that may be payable with respect to the Securities, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the Notes Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and all other monetary as if such payment were made by the Corporation. The Guarantor hereby agrees that its obligations of the Issuers under the Indenture and the Notes hereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment as if it were principal debtor and not a guarantee of collection. (b) The obligations hereunder merely surety, and shall be unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the NotesSecurities, the Indenture or this Supplemental Indenture, the Holdings Guarantee or any other Note Guarantee, the absence of any action failure to enforce the sameprovisions of the Securities, the Indenture or this Supplemental Indenture, or any waiver waiver, modification or consent indulgence granted to the Corporation with respect thereto or hereto, by any the Holder of the Notes with respect to any provisions hereof Securities or thereof, the recovery of any judgment against the Issuers, Holdings or any Note Guarantor, any action to enforce the same Trustee or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. (c) ; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of the Securities, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof. The following is Guarantor hereby waived: waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the IssuersCorporation, any right to require a proceeding first against the IssuersCorporation, protestprotest or notice with respect to the Securities or the indebtedness evidenced thereby, notice or with respect to any Additional Amounts that may be payable with respect to the Securities and all demands whatsoever. (d) This Note Guarantee shall , and covenants that its obligations under this Section 2.1 will not be discharged except by complete performance statute of limitation or payment in full of the obligations contained principal of, premium, if any, and interest on and any Additional Amounts that may be payable with respect to the Securities. The Guarantor shall be subrogated to all rights of each Holder of the Securities, the Trustee and any Paying Agent against the Corporation in respect of any amounts paid to such Holder by the NotesGuarantor pursuant to the provisions of this Section 2.1; provided, however, that until the principal of, premium, if any, and interest on all Securities issued under the Indenture and Additional Amounts with respect to such Securities shall have been paid in full, such rights shall be exercised and enforced by the Guarantor only in such manner and on such terms as the Trustee may require or approve. Any term or provision of the Indenture and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return Indenture to the Issuers, Holdingscontrary notwithstanding, the Note Guarantors (including each Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to maximum aggregate amount of the Issuers, Holdings or Securities guaranteed hereunder by the Note Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing Subsidiary Guarantor 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. (g) As between each Guaranteeing Subsidiary, 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to exceed the maximum amount permissible such that can be hereby guaranteed by the obligations of each Guaranteeing Subsidiary under this Note Guarantee will not be Guarantor without rendering the Guarantee, as it relates to the Guarantor, voidable under applicable law relating to fraudulent conveyance or conveyance, fraudulent transfer transfer, corporate benefit, financial assistance or similar laws affecting the rights of creditors generally. (j) This Note Guarantee . By executing this Supplemental Indenture, the Guarantor acknowledges and agrees that the obligations to compensate, reimburse, and indemnify the Trustee under the Indenture shall be a continuing guarantee apply to the Guarantor and shall (1) remain that the Guarantor and the Corporation, jointly and severally, are obligated to compensate, reimburse, and indemnify the Trustee in full force and effect until payment in full of all accordance with the applicable obligations guaranteed hereby; (2) subject to Section 10.06 terms of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary The New Guarantor hereby agrees as follows: (a) Along with Holdings fully and all Note Guarantors named in the Indenture or any supplemental indentureunconditionally guarantees, to jointly and severally unconditionally guarantee with the Existing Guarantor, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the IndentureSecurities, the Notes or the obligations due and punctual payment of the Issuers hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on the Notes Securities, and the due and punctual payment of any Additional Amounts that may be payable with respect to such Securities, when and as the same shall be promptly paid in full when duebecome due and payable, whether at on the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms hereof and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers Indenture. In case of the failure of the Corporation punctually to the Holders or the Trustee hereunder or thereunder whether for make any such payment of principal ofprincipal, premium, if any, or interest, or any Additional Amounts that may be payable with respect to the Securities, the New Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the Notes Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and all other monetary as if such payment were made by the Corporation. The New Guarantor hereby agrees that its obligations of the Issuers under the Indenture and the Notes hereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment as if it were principal debtor and not a guarantee of collection. (b) The obligations hereunder merely surety, and shall be unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the NotesSecurities, the Indenture or this Supplemental Indenture, the Holdings Guarantee or any other Note Guarantee, the absence of any action failure to enforce the sameprovisions of the Securities, the Indenture or this Supplemental Indenture, or any waiver waiver, modification or consent indulgence granted to the Corporation with respect thereto or hereto, by any the Holder of the Notes with respect to any provisions hereof Securities or thereof, the recovery of any judgment against the Issuers, Holdings or any Note Guarantor, any action to enforce the same Trustee or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. (c) ; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the New Guarantor, increase the principal amount of the Securities, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof. The following is New Guarantor hereby waived: waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the IssuersCorporation, any right to require a proceeding first against the IssuersCorporation, protestprotest or notice with respect to the Securities or the indebtedness evidenced thereby, notice or with respect to any Additional Amounts that may be payable with respect to the Securities and all demands whatsoever. (d) This Note Guarantee shall , and covenants that its obligations under this Section 2.1 will not be discharged except by complete performance statute of limitation or payment in full of the obligations contained principal of, premium, if any, and interest on and any Additional Amounts that may be payable with respect to the Securities. The New Guarantor shall be subrogated to all rights of each Holder of the Securities, the Trustee and any Paying Agent against the Corporation in respect of any amounts paid to such Holder by the NotesNew Guarantor pursuant to the provisions of this Section 2.1; provided, however, that until the principal of, premium, if any, and interest on all Securities issued under the Indenture and Additional Amounts with respect to such Securities shall have been paid in full, such rights shall be exercised and enforced by the New Guarantor only in such manner and on such terms as the Trustee may require or approve. Any term or provision of the Indenture and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return Indenture to the Issuers, Holdingscontrary notwithstanding, the Note Guarantors (including each Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to maximum aggregate amount of the Issuers, Holdings or Securities guaranteed hereunder by the Note Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing Subsidiary New Guarantor 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. (g) As between each Guaranteeing Subsidiary, 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to exceed the maximum amount permissible such that can be hereby guaranteed by the obligations of each Guaranteeing Subsidiary under this Note Guarantee will not be New Guarantor without rendering the Guarantee, as it relates to the New Guarantor, voidable under applicable law relating to fraudulent conveyance or conveyance, fraudulent transfer transfer, corporate benefit, financial assistance or similar laws affecting the rights of creditors generally. (j) This Note Guarantee . By executing this Supplemental Indenture, the New Guarantor acknowledges and agrees that the obligations to compensate, reimburse, and indemnify the Trustee under the Indenture shall be a continuing guarantee apply to the New Guarantor and shall (1) remain that the Guarantors and the Corporation, jointly and severally, are obligated to compensate, reimburse, and indemnify the Trustee in full force and effect until payment in full of all accordance with the applicable obligations guaranteed hereby; (2) subject to Section 10.06 terms of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing The Subsidiary Guarantor hereby agrees as follows: (a) Along with Holdings any and all Note Guarantors named in the Indenture or any supplemental indentureother Subsidiary Guarantors, to jointly and severally unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest Interest on the Notes shall be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same 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, Holdingsthe Subsidiary Guarantor shall be, each Note Guarantor and each Guaranteeing Subsidiary shall be jointly and severally with all other Subsidiary Guarantors, obligated to pay the same immediately. This Note Guarantee is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a guarantorthe Subsidiary Guarantor. (c) The Subject to Section 6.06 of the Indenture, the following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This The Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture Notes and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Subsidiary Guarantor, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note GuarantorsSubsidiary Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing The Subsidiary Guarantor 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. (g) As between each Guaranteeing Subsidiarythe 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 6 Six of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 Six of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing the Subsidiary Guarantors for the purpose of this Note Guarantee. (h) Each Guaranteeing The Subsidiary shall have Guarantor, and by its acceptance of Notes, each Holder, hereby confirm that it is the right to seek contribution from Holdings intention of all such parties that this Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any non-paying similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantor so long as hereby irrevocably agree that the exercise of such right does not impair the rights obligations of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the IndentureSubsidiary Guarantor shall not, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Subsidiary Guarantor that are relevant under any applicable Bankruptcy Law or fraudulent conveyance such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Subsidiary Guarantor in respect of the obligations of Holdings or such other Note Subsidiary Guarantor under Article 10 or Article 11 of the this Supplemental Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that result in the obligations of each Guaranteeing the Subsidiary Guarantor under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constituting a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in Subject to Article 10 of the Indenture or any supplemental indentureIndenture, to such Guaranteeing Subsidiary hereby, jointly and severally with all other Guarantors, unconditionally guarantee guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (i) the principal of, premiumand premium and Additional Interest, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, 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 guarantorGuarantor, other than payment in full of all obligations under the Notes. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and the Indenture and this Supplemental Indenture, and each such Guaranteeing Subsidiary hereby accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors (including each Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Issuers or the Note Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Such Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiarythe Guarantors, 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary The Guarantors shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this the Note GuaranteeGuarantees. (i) Pursuant to In accordance with Section 10.02 of the Indenture, after giving effect to any maximum amount and all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance lawslaw, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each such Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureIndenture, to jointly and severally unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (i) the principal ofof and interest, and premium, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This Note Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and the Indenture and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantors, any amount paid by either to the Trustee or such Holder, this Note Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary Subsidiaries 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. (g) As between each Guaranteeing Subsidiarythe 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 6 of the Indenture for the purposes of this Note Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Subsidiary Guarantee. (h) Each Guaranteeing Subsidiary The Guarantors shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note the Guarantee. (i) Pursuant to Section 10.02 11.03 of the Indenture, after giving effect to all any maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Subsidiary Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary such Guarantor under this Note Subsidiary Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings Each New Guarantor hereby agrees to irrevocably and all Note Guarantors named in the Indenture or any supplemental indentureunconditionally guarantee on a senior basis, as a primary obligor and not merely as a surety, to jointly each Holder, the Trustee, the Collateral Agent and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its their successors and assignsassigns the Guaranteed Obligations (the “New Guarantees”). Each New Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, irrespective in whole or in part, without notice or further assent from such New Guarantor, and that no extension or renewal of the validity and enforceability of the Indenture, the Notes or any Guaranteed Obligation shall release the obligations of such New Guarantor hereunder. The obligations of each New Guarantor hereunder shall be joint and several with the Issuers New Guarantees of the other New Guarantors. Each New 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 New Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each New Guarantor hereunder or thereunder, that: shall not be affected by (i) the principal offailure of any Holder, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers to the Holders Trustee or the Trustee hereunder Collateral Agent to assert any claim or thereunder whether for payment of principal ofdemand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, premium, if any, the Securities or interest, on the Notes and all any other monetary obligations of the Issuers under the Indenture and the Notes shall be promptly paid in full agreement or performed, all in accordance with the terms hereof and thereof; and otherwise; (ii) in case of any extension of time of payment or renewal of any Notes this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of such other obligations, that same shall be promptly paid in full when due or performed in accordance with any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the extension Guaranteed Obligations. Each New Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the other New Guarantors, such that such New Guarantor’s obligations would be less than the full amount claimed. Each New 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 renewal, whether at Stated Maturity, such New Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by acceleration or otherwisesuch New Guarantor hereunder. Failing payment when due of Each New Guarantor hereby waives any amount so guaranteed or any performance so guaranteed for whatever reason, Holdings, each Note right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such New Guarantor. Each New Guarantor and each Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is further agrees that its New Guarantee constitutes a guarantee of payment 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, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations. (b) The obligations hereunder shall be unconditional, irrespective Except as expressly set forth in Section 8.01(b) of the validity, regularity or enforceability of the Notes, the Indenture, the Holdings Guarantee obligations of each New 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 New Guarantor shall not be discharged or impaired or otherwise affected by the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other Note Guaranteeagreement, the absence of any action to enforce the same, by any waiver or consent modification of any thereof, by any Holder default, failure or delay, willful or otherwise, in the performance of the Notes with respect 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 provisions hereof extent vary the risk of such New Guarantor or thereof, the recovery would otherwise operate as a discharge of any judgment against the Issuers, Holdings such New Guarantor as a matter of law 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 guarantorequity. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever. (d) This Note Each New Guarantor agrees that its New Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors (including each Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiary, 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and Guaranteed Obligations. Each New Guarantor further agrees that its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note New Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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 payment, or any part thereof, of the Notes are, pursuant to applicable law, principal of or interest on any Guaranteed Obligation is rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the NotesHolder, the Holdings Guarantee Trustee or Note Guaranteesthe Collateral Agent upon the bankruptcy or reorganization of the Issuer or otherwise. (d) In furtherance of the foregoing and not in limitation of any other right which any Holder, the Trustee or the Collateral Agent has at law or in equity against each New 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 as a “voidable preference,” “fraudulent transfer” at maturity, by acceleration, by redemption or otherwise, all as though such payment or performance had not been made. In to perform or comply with any other Guaranteed Obligation, each New Guarantor hereby promises to and shall, upon receipt of written demand by the event that any payment Trustee, forthwith pay, or any part thereofcause to be paid, is rescinded, reduced, restored or returned, the Notes shallin cash, to the fullest Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent permitted not prohibited by applicable law, be reinstated ) and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned(iii) all other monetary obligations of the Issuer to the Trustee. (le) In case Each New Guarantor agrees that it shall not be entitled to any provision right of this Note Guarantee shall be invalidsubrogation in relation to the Trustee in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each New Guarantor further agrees that, illegal or unenforceableas between it, on the validity, legalityone hand, and enforceability the Trustee, on the other hand, (i) the maturity of the remaining provisions Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of the New Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall not in any way be affected or impaired therebyforthwith become due and payable by such New Guarantor for the purposes hereof. (mf) This Note Guarantee shall For the avoidance of doubt, each New Guarantor will not be subject to any of the restrictive covenants contained in the Indenture or any of the other obligations or agreements of a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if anySubsidiary Guarantor or Parent Guarantor thereunder. (ng) Each payment For the avoidance of doubt, so long as Amcor plc is an indirect parent of the Issuer, the Issuer may satisfy its obligations under Section 4.02 of the Indenture by furnishing financial information relating to be made Amcor plc; provided that the same is accompanied by each Guaranteeing Subsidiary consolidating information that explains in respect reasonable detail the differences between the information relating to Amcor plc and any of this Note Guarantee shall be made without set-offits Subsidiaries other than the Issuer and its Subsidiaries, counterclaimon the one hand, reduction or diminution and the information relating to the Issuer, the Subsidiarity Guarantors and the other Subsidiaries of any kind or naturethe Issuer on a standalone basis, on the other hand.

Agreement to Guarantee. Each The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureIndenture, to jointly and severally unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (i) the principal of, premiumand premium and Liquidated Damages, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, 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 guarantorGuarantor, other than payment in full of all Obligations under the Notes. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and the Indenture and this Supplemental Indenture, and each the Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Issuers or the Note Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiarythe 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary The Guarantors shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this the Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to any maximum amount and all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary such Guarantor under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureIndenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Issuer hereunder or thereunder, that: (i) the principal ofof and interest, premiumpremium and Additional Interest, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers Issuer to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, interest on the Notes and all other monetary obligations of the Issuers Issuer under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each the Note Guarantor Guarantors and each the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture, the Holdings Guarantee Indenture or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of either of the IssuersIssuer, any right to require a proceeding first against the IssuersIssuer, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and each the Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsIssuer, the Note Guarantors (including each the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Issuer or the Note Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary 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. (g) As between each the Guaranteeing Subsidiary, 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such the Guaranteeing Subsidiary for the purpose of this Note Guarantee. (h) Each The Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each such Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings Issuer or any Note Guarantor for liquidation or liquidation, reorganization, should the Issuers, Holdings Issuer or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ Issuer’s or any Note Guarantor’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, the Holdings Guarantee Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (lk) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (ml) This Note Guarantee shall be a general unsecured senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and ranking pari passu with all existing and future Senior Pari Passu Indebtedness of such the Guaranteeing Subsidiary, if any. (nm) Each payment to be made by each the Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureGuarantors, to jointly and severally unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (i) the principal of, premiumand premium and Liquidated Damages, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, 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 guarantorGuarantor, other than payment in full of all Obligations under the Notes. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and the Indenture and this Supplemental Indenture, and each the Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Issuers or the Note Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiarythe 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary The Guarantors shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this the Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to any maximum amount and all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary such Guarantor under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureIndenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Issuer hereunder or thereunder, that: (i) the principal ofof and interest, premiumpremium and Additional Interest, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers Issuer to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, interest on the Notes and all other monetary obligations of the Issuers Issuer under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each the Note Guarantor Guarantors and each the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture, the Holdings Guarantee Indenture or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of either of the IssuersIssuer, any right to require a proceeding first against the IssuersIssuer, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and each the Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsIssuer, the Note Guarantors (including each the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Issuer or the Note Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary 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. (g) As between each the Guaranteeing Subsidiary, 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such the Guaranteeing Subsidiary for the purpose of this Note Guarantee. (h) Each The Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 11.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each such Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings Issuer or any Note Guarantor for liquidation or liquidation, reorganization, should the Issuers, Holdings Issuer or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ Issuer’s or any Note Guarantor’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, the Holdings Guarantee Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (lk) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (ml) This Note Guarantee shall be a general unsecured senior unsecured subordinated obligation of each such Guaranteeing Subsidiary, ranking senior and shall be subordinated in right of payment to all existing and future Subordinated Senior Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such the Guaranteeing Subsidiary, if any. (nm) Each payment to be made by each the Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary The Guarantor hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indenture, to jointly and severally unconditionally guarantee To Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (i) the principal of, premiumand premium and Special Interest, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereofunder the Indenture; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each Note the Guarantor and each Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorthe Guarantor. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This Note Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and the Indenture and this Supplemental Indenture, and each Guaranteeing Subsidiary the Guarantor accepts all obligations of a Note the Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note GuarantorsGuarantor, any amount paid by either to the Trustee or such Holder, this Note Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing Subsidiary The Guarantor 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. (g) As between each Guaranteeing Subsidiarythe 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 6 of the Indenture for the purposes of this Note Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantor for the purpose of this Note Subsidiary Guarantee. (h) Each Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings, Intermediate Holdings and all Note Guarantors named in the Indenture or any supplemental indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Issuer hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers Issuer to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers Issuer under the Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same 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, Holdings, Intermediate Holdings, each Note Guarantor and each Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture, the Holdings Guarantee, the Intermediate Holdings Guarantee or any other Note Guarantee, 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 IssuersIssuer, Holdings, Intermediate 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. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersIssuer, any right to require a proceeding first against the IssuersIssuer, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the IssuersIssuer, Holdings, Intermediate Holdings, the Note Guarantors (including each Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to the IssuersIssuer, Holdings, Intermediate Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiary, 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary shall have the right to seek contribution from Holdings, Intermediate Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings, Intermediate Holdings or any other Note Guarantor in respect of the obligations of Holdings, Intermediate Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the IssuersIssuer, Holdings, Intermediate Holdings or any Note Guarantor for liquidation or reorganization, should the IssuersIssuer, Holdings, Intermediate Holdings or any Note Guarantor 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 IssuersIssuer’s, Holdings’, Intermediate Holdings’ or any Note Guarantor’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, the Holdings Guarantee, the Intermediate Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured secured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated First Lien Junior Priority Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu First Lien Priority Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureIndenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Issuer hereunder or thereunder, that: (i) the principal ofof and interest, premiumpremium and Additional Interest, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers Issuer to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, interest on the Notes and all other monetary obligations of the Issuers Issuer under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each the Note Guarantor Guarantors and each the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture, the Holdings Guarantee Indenture or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of either of the IssuersIssuer, any right to require a proceeding first against the IssuersIssuer, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and each the Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsIssuer, the Note Guarantors (including each the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Issuer or the Note Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary 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. (g) As between each the Guaranteeing Subsidiary, 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such the Guaranteeing Subsidiary for the purpose of this Note Guarantee. (h) Each The Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each the Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings Issuer or any Note Guarantor for liquidation or liquidation, reorganization, should the Issuers, Holdings Issuer or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ Issuer’s or any Note Guarantor’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, the Holdings Guarantee Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (lk) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (ml) This Note Guarantee shall be a general unsecured senior unsecured obligation of each the Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such the Guaranteeing Subsidiary, if any. (nm) Each payment to be made by each the Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each The Guaranteeing Subsidiary Parent hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in under the Indenture or any supplemental indentureIndenture, to jointly and severally unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (i) the principal ofof and interest, and premium, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations financial obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other financial obligations, that same shall 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. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance satisfaction of the financial obligations contained in the Notes, Notes and the Indenture and this Supplemental Indenture, and each the Guaranteeing Subsidiary Parent accepts all financial obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary Parent shall not be entitled to any right of subrogation in relation to the Holders in respect of any financial obligations guaranteed hereby until payment in full of all financial obligations guaranteed hereby. (g) As between each Guaranteeing Subsidiarythe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the financial obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the financial obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such financial obligations as provided in Article 6 of the Indenture, such financial obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary The Guarantors shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note the Guarantee. (i) Pursuant to Section 10.02 11.03 of the Original Indenture, after giving effect to all any maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Original Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the financial obligations of each the Guaranteeing Subsidiary Parent under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This The obligations of the Parent Guarantor under this Note Guarantee shall be a continuing guarantee junior and subordinated to the Senior Guarantee and Senior Debt of the Parent Guarantor on the same basis as the Notes are junior and subordinated to Senior Debt of the Company. For the purposes of the foregoing sentence, the Trustee and the Holders shall (1) remain have the right to receive and/or retain payments by the Parent Guarantor only at such times as they may receive and/or retain payments in full force and effect until payment in full respect of all the applicable obligations guaranteed hereby; (2) subject Notes pursuant to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assignsincluding Article 10 thereof. (k) This Note Guarantee shall remain As used in full force this Supplemental Indenture and effect in Sections 11.01, 11.02, 11.03 and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor 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 11.04 of the Issuers’Original Indenture only, Holdings’ the terms “Guarantor” or “Guarantors” shall include the Parent Guarantor and any Note Guarantor’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 other Guarantor of the Notes areunder the Indenture. Notwithstanding anything contained in this Supplemental Indenture to the contrary, pursuant other than with respect to applicable lawthis Supplemental Indenture and Sections 11.01, rescinded or reduced in amount11.02, or must otherwise be restored or returned by any obligee on 11.03 and 11.04 of the NotesOriginal Indenture, the Holdings Guarantee or Note GuaranteesGuaranteeing Parent will not be considered a Guarantor for any purpose under the Indenture and, whether therefore, other than as a “voidable preference,” “fraudulent transfer” or otherwiseset forth in this Supplemental Indenture and Sections 11.01, all as though such payment or performance had 11.02, 11.03 and 11.04 of the Original Indenture, will not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, be subject to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedIndenture. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings, Intermediate Holdings and all Note Guarantors named in the Indenture or any supplemental indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Issuer hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers Issuer to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers Issuer under the Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same 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, Holdings, Intermediate Holdings, each Note Guarantor and each Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture, the Holdings Guarantee, the Intermediate Holdings Guarantee or any other Note Guarantee, 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 IssuersIssuer, Holdings, Intermediate 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. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersIssuer, any right to require a proceeding first against the IssuersIssuer, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the IssuersIssuer, Holdings, Intermediate Holdings, the Note Guarantors (including each Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to the IssuersIssuer, Holdings, Intermediate Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiary, 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary shall have the right to seek contribution from Holdings, Intermediate Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings, Intermediate Holdings or any other Note Guarantor in respect of the obligations of Holdings, Intermediate Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the IssuersIssuer, Holdings, Intermediate Holdings or any Note Guarantor for liquidation or reorganization, should the IssuersIssuer, Holdings, Intermediate Holdings or any Note Guarantor 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 IssuersIssuer’s, Holdings’, Intermediate Holdings’ or any Note Guarantor’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, the Holdings Guarantee, the Intermediate Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured secured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indenture, to jointly and severally unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Issuer hereunder or thereunder, that: (i) the principal of, and premium, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Issuer to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorIssuer, 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 Guaranteeing Subsidiary agrees that this guarantee is a guarantee of payment and not of collection. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersIssuer, any right to require a proceeding first against the IssuersIssuer, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and the Indenture and this Supplemental Indenture, and each the Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsIssuer, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Issuer or the Note Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiarythe 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 6 Section 502 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 Section 502 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary The Guarantors shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this the Note Guarantee. (i) Pursuant to Paragraph 29(B) of Section 10.02 1.1 of the First Supplemental Indenture, after giving effect to any maximum amount and all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 Paragraph 29(B) of Section 1.1 of the First Supplemental Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary such Guarantor under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This To the extent not already covered in clauses (a) through (i) and in no way limiting the meaning and effect of such clauses, to provide as unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureIndenture, to jointly and severally unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (i) the principal of, and premium, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and the Indenture and this Supplemental Indenture, and each the Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiarythe 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary The Guarantors shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this the Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to any maximum amount and all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary such Guarantor under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary Guarantor hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureEach Subsidiary Guarantor, to jointly and severally with all other Subsidiary Guarantors, if any, unconditionally guarantee guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Authority hereunder or thereunder, that: (i) the principal of, premium, if any, of and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Authority to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each Note Guarantor and each Guaranteeing the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditionalNotwithstanding the foregoing, irrespective of the validity, regularity or enforceability of the Notes, the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, 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. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event that this Subsidiary Guarantee would constitute or result in a violation of insolvency any applicable fraudulent conveyance or bankruptcy similar law of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notesrelevant jurisdiction, the liability of such Subsidiary Guarantor under this Supplemental Indenture and this Supplemental Indenture, and each Guaranteeing its Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors (including each Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiary, 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum such amount permissible as will not, after giving effect thereto, and to all other liabilities of such that the obligations of each Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or Guarantor, result in such amount constituting a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureother Guarantors, to jointly and severally unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (i) the principal of, premium, if any, of and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorCompany, 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. (c) The following is are hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture Notes and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiarythe 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 6 Six of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 Six of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all any maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 Ten of the Indenture, this new Note Guarantee Indenture shall be limited to the maximum amount permissible such that result in the obligations of each Guaranteeing Subsidiary such Guarantor under this Note its Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constituting a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary The Guarantor hereby covenants and agrees as follows: (a) Along with Holdings The Guarantor hereby absolutely, unconditionally, fully and all Note Guarantors named in irrevocably guarantees the Indenture or any supplemental indentureNotes and obligations of the Company thereunder and under the Indenture, to jointly and severally unconditionally guarantee guarantees to each Holder of a Note authenticated and delivered by the Trustee Note, and to the Trustee itself and its successors and assignson behalf of each Holder of a Note, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: that (i) the principal of, premium, if any, and interest on and Change of Control Repurchase Price with respect to the Notes shall be promptly paid in full when due, whether at the Stated MaturityMaturity Date or a Change of Control Repurchase Date, by accelerationacceleration or otherwise (including the amount that would become due but for the operation of any automatic stay provision of any bankruptcy law), redemption or otherwisetogether with interest on the overdue principal, if any, and interest on any overdue interest, to the overdue principal of and interest on the Notes, if any, if extent lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall be promptly paid in full or performedperformed or observed, all in accordance with the terms hereof of the Indenture and thereofthe Notes; and and (ii) in case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same shall will be promptly paid in full when due or performed or observed in accordance with the terms of the extension or renewal, whether at the Stated MaturityMaturity Date or Change of Control Repurchase Date, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, Holdings, each Note Guarantor and each Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The Guarantor’s obligations hereunder shall be unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the Notes, Indenture or the Indenture, the Holdings Guarantee Notes or any other Note Guarantee, 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 of the Indenture or thereofthe Notes (other than those which expressly release, discharge or otherwise affect this Guarantee), any release of any other Notes Guarantor (as defined below), the recovery of any judgment against the Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorNotes Guarantor. (c) The following is Guarantor hereby waived: waives (to the extent permitted by law) the benefits of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany or any other Person, protest, notice notice, marshalling of assets, set-off, counterclaim and all demands whatsoever. (d) This Note whatsoever and covenants and agrees that this Guarantee shall not be discharged as to the Notes, except by complete performance of the obligations contained in the Indenture, the Notes and this Guarantee. The Guarantor hereby acknowledges that this Guarantee is a guarantee of payment and not of collection. (d) In the event of a default in payment of principal of, interest on or Change of Control Repurchase Price with respect to the Notes, whether at the Stated Maturity Date or a Change of Control Repurchase Date, by acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders of the Notes, subject to the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce the Guarantee without first proceeding against the Company or any other Notes Guarantor. 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 or remedies to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, the Indenture Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and this Supplemental Indenture, payable had such rights and each Guaranteeing Subsidiary accepts all obligations remedies been permitted to be exercised by the Trustee or any of a Note Guarantor under the IndentureHolders. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors (including each Guaranteeing Subsidiary)Company or any Notes Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantorsany Notes Guarantor, any amount paid either by any of them to such Holder or the Trustee or such Holderotherwise as a result of the bankruptcy or insolvency of the Company or any Notes Guarantor, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing Subsidiary 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. (g) . As between each Guaranteeing Subsidiarythe Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (xi) subject to this Guarantee, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Section 502 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 Section 502 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantor for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (jf) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings Company or any Note Notes Guarantor for bankruptcy, liquidation or reorganization, should the Issuers, Holdings Company or any Note Notes Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ Company’s or any Note Notes Guarantor’s assets, and shall, to the fullest extent permitted by applicable 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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by applicable law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Subsidiary Guarantors named in the Indenture or any supplemental indentureIndenture, to jointly and severally unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (i) the The principal of, premium, if any, of and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in In case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each Note Guarantor and each Guaranteeing the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 IssuersCompany, Holdings or any Note Guarantor, any an 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) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture Notes and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Subsidiary Guarantors, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Note Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing No Subsidiary Guarantor 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. (g) As between each Guaranteeing Subsidiarythe Subsidiary 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 6 of the Indenture for the purposes of this Note Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing the Subsidiary Guarantors for the purpose of this Note Subsidiary Guarantee. (h) Each Guaranteeing The Subsidiary Guarantors shall have the right to seek contribution from Holdings or any non-paying Note Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note the Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all any maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Subsidiary Guarantor in respect of the obligations of Holdings or such other Note Subsidiary Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee Indenture shall be limited to the maximum amount permissible such that result in the obligations of each Guaranteeing such Subsidiary Guarantor under this Note its Subsidiary Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constituting a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same 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, Holdings, each Note Guarantor and each the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, 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. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and each the Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors (including each the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary 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. (g) As between each the Guaranteeing Subsidiary, 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such the Guaranteeing Subsidiary for the purpose of this Note Guarantee. (h) Each The Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each the Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each the Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each the Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such the Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such the Guaranteeing Subsidiary, if any. (n) Each payment to be made by each the Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureother Guarantors, to jointly and severally unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (i) the principal of, premium, if any, of and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorCompany, 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. (c) The following is are hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture Notes and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiarythe 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 6 Six of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 Six of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary The Parent Guarantor hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indenture, to jointly and severally To unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Issuer hereunder or thereunder, that:that (the foregoing, the “Guaranteed Obligations”): (i) the principal ofof and interest, premiumpremium and Additional Interest, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers Issuer to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, interest on the Notes and all other monetary obligations of the Issuers Issuer under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture, the Holdings Guarantee Indenture or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of either of the IssuersIssuer, any right to require a proceeding first against the IssuersIssuer, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsIssuer, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Issuer or the Note Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing Subsidiary The Parent Guarantor shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment is made in full of all obligations guaranteed hereby. (g) As between each Guaranteeing Subsidiary, 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after After giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary such Parent Guarantor under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (jh) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings Issuer or any Note Guarantor for liquidation or liquidation, reorganization, should the Issuers, Holdings Issuer or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ Issuer’s or any Note Guarantor’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, the Holdings Guarantee Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (li) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (nj) Each payment to be made by each Guaranteeing Subsidiary the Parent Guarantor in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary hereby The Guarantor covenants and agrees as followsfollows with respect to the Guarantee: (a) Along with Holdings The Guarantor confirms that, pursuant to the Guarantee, it absolutely, unconditionally, fully and all Note Guarantors named in irrevocably guarantees the Indenture or any supplemental indentureNotes and obligations of the Company thereunder and under the Indenture, to jointly and severally unconditionally guarantee guarantees to each Holder of a Note authenticated and delivered by the Trustee Note, and to the Trustee itself and its successors and assignson behalf of each Holder of a Note, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: that (i) the principal of, premium, if any, and interest on and Change of Control Repurchase Price with respect to the Notes shall be promptly paid in full when due, whether at the Stated MaturityMaturity Date or a Change of Control Repurchase Date, by accelerationacceleration or otherwise (including the amount that would become due but for the operation of any automatic stay provision of any bankruptcy law), redemption or otherwisetogether with interest on the overdue principal, if any, and interest on any overdue interest, to the overdue principal of and interest on the Notes, if any, if extent lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall be promptly paid in full or performedperformed or observed, all in accordance with the terms hereof of the Indenture and thereofthe Notes; and and (ii) in case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same shall will be promptly paid in full when due or performed or observed in accordance with the terms of the extension or renewal, whether at the Stated MaturityMaturity Date or Change of Control Repurchase Date, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, Holdings, each Note Guarantor and each Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The Guarantor’s obligations hereunder under the Guarantee shall be unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the Notes, Indenture or the Indenture, the Holdings Guarantee Notes or any other Note Guarantee, 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 of the Indenture or thereofthe Notes (other than those which expressly release, discharge or otherwise affect the Guarantee), any release of any other Notes Guarantor (as defined below), the recovery of any judgment against the Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorNotes Guarantor. (c) The following is hereby waived: Guarantor waives (to the extent permitted by law) the benefits of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany or any other Person, protest, notice notice, marshalling of assets, set-off, counterclaim and all demands whatsoever. (d) This Note whatsoever and covenants and agrees that the Guarantee shall not be discharged as to the Notes, except by complete performance of the obligations contained in the Indenture, the Notes and the Guarantee. The Guarantor acknowledges that the Guarantee is a guarantee of payment and not of collection. (d) In the event of a default in payment of principal of, interest on or Change of Control Repurchase Price with respect to the Notes, whether at the Indenture Stated Maturity Date or a Change of Control Repurchase Date, by acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders of the Notes, subject to the terms and this Supplemental conditions set forth in the Indenture, directly against the Guarantor to enforce the Guarantee without first proceeding against the Company or any other Notes Guarantor. If, after the occurrence and each Guaranteeing Subsidiary accepts all obligations during the continuance of a Note Guarantor an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights or remedies 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 under the IndentureGuarantee, the Guarantor 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 Holders. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors (including each Guaranteeing Subsidiary)Company or any Notes Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantorsany Notes Guarantor, any amount paid either by any of them to such Holder or the Trustee or such Holderotherwise as a result of the bankruptcy or insolvency of the Company or any Notes Guarantor, this Note the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing Subsidiary 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. (g) . As between each Guaranteeing Subsidiarythe Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (xi) subject to the Guarantee, the maturity of the obligations guaranteed hereby by the Guarantee may be accelerated as provided in Article 6 Section 502 of the Indenture for the purposes of this Note the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyby the Guarantee, and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 Section 502 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantor for the purpose of this Note the Guarantee. (hf) Each Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings Company or any Note Notes Guarantor for bankruptcy, liquidation or reorganization, should the Issuers, Holdings Company or any Note Notes Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ Company’s or any Note Notes Guarantor’s assets, and shall, to the fullest extent permitted by applicable 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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by applicable law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Subsidiary Guarantors named in the Indenture or any supplemental indentureIndenture, to jointly and severally unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (i) the principal of, premium, if any, of and interest on the Notes shall Notes, will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; , and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each Note Guarantor and each Guaranteeing the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) The following is hereby waived: diligence, diligence presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This Note Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture Notes and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Subsidiary Guarantors, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Note Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiarythe Subsidiary 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 6 of the Indenture for the purposes of this Note Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing the Subsidiary Guarantors for the purpose of this Note Subsidiary Guarantee. (h) Each Guaranteeing The Subsidiary Guarantors shall have the right to seek contribution from Holdings or any non-paying Note Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note the Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all any maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Subsidiary Guarantor in respect of the obligations of Holdings or such other Note Subsidiary Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee Indenture shall be limited to the maximum amount permissible such that result in the obligations of each Guaranteeing such Subsidiary Guarantor under this Note its Subsidiary Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constituting a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each The Guaranteeing Subsidiary Subsidiaries hereby agrees agree as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indenture, to To jointly and severally unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by Notes under the Trustee Indenture and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, thatHolders: (i) the due and punctual payment of the principal of, premium, if any, and interest on each Note when and as the Notes same shall be promptly paid in full when duebecome due and payable, whether at Stated Maturitymaturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, and interest on the Notes Notes, to the extent lawful, and the due and punctual performance of all other monetary obligations of the Issuers under Company to the Indenture and Holders or the Notes shall be promptly paid in full or performedTrustee, all in accordance with the terms hereof the Notes and thereofthe Indenture; and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall 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. Failing payment when due , subject to the limitations set forth in Section 10.01 of any amount so guaranteed or any performance so guaranteed for whatever reason, Holdings, each Note Guarantor and each Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collectionIndenture. (b) The obligations hereunder shall be are absolute and unconditional, irrespective of and nothing contained herein, or in the validityIndenture or in the Notes (i) is intended to or shall impair, regularity or enforceability as among any Guarantor and the Holders of the Notes, the obligations of each Guaranteeing Subsidiary, upon failure by the Company, to pay to the Holders of the Notes the principal of, premium, if any, and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or (ii) is intended to or shall affect the relative rights of the Holders and creditors of such Guarantor, nor shall anything herein or therein prevent any Holder or the Trustee on their behalf from exercising all remedies otherwise permitted by applicable law upon default under the Indenture. Without limiting the foregoing, nothing contained herein, or in the Holdings Guarantee Indenture or any other Note Guaranteein the Notes, will restrict the absence right of the Trustee or the Holders to take any action to enforce declare the same, Note Guarantee to be due and payable prior to the Stated Maturity of any waiver or consent by any Holder Notes pursuant to Section 6.02 of the Notes with respect Indenture or to pursue any provisions hereof rights or thereof, the recovery of any judgment against the Issuers, 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 guarantorremedies thereunder. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protestthe benefit of discussion, protest or notice with respect to any such Note or debt evidenced thereby and all demands whatsoever. (d) This Note Guarantee shall not be discharged as to any Note except by complete performance payment in full of the obligations contained in the Notesprincipal thereof, the Indenture and this Supplemental Indenturepremium, if any, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indentureinterest thereon and as provided in Sections 8.01, 8.02 and 8.03. (e) If any Holder or the Trustee is required by any court or otherwise to return to the IssuersCompany, Holdings, the Note Guarantors (including each Guaranteeing Subsidiary)any Guarantor, or any custodian, receiver, liquidator, trustee, liquidator sequestrator or other similar official acting in relation to the Issuers, Holdings Company or the Note Guarantorssuch Guarantor, any amount paid either to the Trustee or such HolderHolder in respect of a Note, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary Subsidiaries 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. (g) As between each Guaranteeing Subsidiarythe 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 6 VI of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 VI of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary The Guarantors shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as to the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of extent provided in the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureIndenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers OPTI hereunder or thereunder, that: (i) the principal of, premiumand premium and Additional Interest, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers OPTI to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) That its obligations hereunder shall be as if it was the principal debtor, not merely surety. The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorOPTI, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors (including each Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiary, 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing The Subsidiary Guarantor hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureThe Subsidiary Guarantor, to jointly and severally with all other Subsidiary Guarantors, if any, unconditionally guarantee guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Authority hereunder or thereunder, that: (i) the principal of, premium, if any, of and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Authority to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each Note Guarantor and each Guaranteeing the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditionalNotwithstanding the foregoing, irrespective of the validity, regularity or enforceability of the Notes, the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, 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. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event that this Subsidiary Guarantee would constitute or result in a violation of insolvency any applicable fraudulent conveyance or bankruptcy similar law of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notesrelevant jurisdiction, the liability of such Subsidiary Guarantor under this Supplemental Indenture and this Supplemental Indenture, and each Guaranteeing its Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors (including each Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiary, 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum such amount permissible as will not, after giving effect thereto, and to all other liabilities of such that the obligations of each Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or Guarantor, result in such amount constituting a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Senior Subordinated Note Guarantors named in the Indenture or any supplemental indentureSenior Subordinated Note Indenture, to jointly and severally unconditionally guarantee Guarantee to each Holder of a Senior Subordinated Note authenticated and delivered by the Senior Subordinated Note Trustee and to the Senior Subordinated Note Trustee and its successors and assigns, irrespective of the validity and enforceability of the Senior Subordinated Note Indenture, the Senior Subordinated Notes or the obligations of the Issuers Company hereunder or thereunder, that: (i) the principal of, premium, if any, of and interest on the Senior Subordinated Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Senior Subordinated Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Senior Subordinated Note Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Senior Subordinated Notes or any of such other obligations, that same shall 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, Holdings, each the Senior Subordinated Note Guarantor and each Guaranteeing Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) Notwithstanding the foregoing, it is agreed and acknowledged that the Subordinated Subsidiary Guarantee hereunder is subordinated to the Senior Debt of such Subordinated Senior Note Guarantor as set forth in Article 10 and in Article 11 of the Senior Subordinated Note Indenture. (c) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Senior Subordinated Notes or the Senior Subordinated Note Indenture, the Holdings Guarantee or any other Note Guarantee, the absence of any action to enforce the same, any waiver or consent by any Holder of the Senior Subordinated Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorSenior Subordinated Note Guarantor. (cd) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (de) This Note Subordinated Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Senior Subordinated Notes and the Indenture and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Senior Subordinated Note Guarantor under the Indenture. (ef) If any Holder or the Senior Subordinated Note Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Senior Subordinated Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodian, trusteeSenior Subordinated Note Trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Senior Subordinated Note Guarantors, any amount paid by either to the Senior Subordinated Note Trustee or such Holder, this Note Subordinated Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (fg) Each The Guaranteeing Subsidiary 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. (gh) As between each Guaranteeing Subsidiarythe Senior Subordinated Note Guarantors, on the one hand, and the Holders and the Senior Subordinated Note Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Senior Subordinated Note Indenture for the purposes of this Note Subordinated Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Senior Subordinated Note Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Senior Subordinated Note Guarantors for the purpose of this Note Subordinated Subsidiary Guarantee. (hi) Each Guaranteeing Subsidiary The Senior Subordinated Note Guarantors shall have the right to seek contribution from Holdings or any non-paying Senior Subordinated Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note the Subordinated Subsidiary Guarantee. (ij) Pursuant to Section 10.02 11.02 of the Senior Subordinated Note Indenture, after giving effect to all any maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Senior Subordinated Note Guarantor in respect of the obligations of Holdings or such other Senior Subordinated Note Guarantor under Article 10 or Article 11 of the Indenture, this new Senior Subordinated Note Guarantee Indenture shall be limited to the maximum amount permissible such that result in the obligations of each Guaranteeing such Senior Subordinated Note Guarantor under its Subordinated Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constituting a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureIndenture, to jointly and severally unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (i) the principal ofof and interest, and premium, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) The following is hereby waived: diligence, diligence presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This Note Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and the Indenture and this Supplemental Indenture, and the each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantors, any amount paid by either to the Trustee or such Holder, this Note Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary Subsidiaries 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. (g) As between each Guaranteeing Subsidiarythe 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 6 of the Indenture for the purposes of this Note Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Subsidiary Guarantee. (h) Each Guaranteeing Subsidiary The Guarantors shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note the Guarantee. (i) Pursuant to Section 10.02 11.03 of the Indenture, after giving effect to all any maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Subsidiary Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary such Guarantor under this Note Subsidiary Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary signatory hereto hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureother Guarantors, to jointly and severally unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest (including any Special Interest), on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal principal, premium, if any, of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture Notes and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each None of the Guaranteeing Subsidiary Subsidiaries signatory hereto 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. (g) As between the Guarantors, including each Guaranteeing SubsidiaryGuarantor Subsidiary signatory hereto, 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such each Guaranteeing Subsidiary for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor (including any other Guaranteeing Subsidiary) so long as the exercise of such right does not impair the rights of the Holders under this Note the Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all any maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections fromfrom the Company and any of the other Guarantors, the rights of each Guaranteeing Subsidiary signatory hereto to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor (including any other Guaranteeing Subsidiary) in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee Indenture shall be limited to the maximum amount permissible such that result in the obligations of each Guaranteeing Subsidiary under this Note its Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constituting a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureother Guarantors, to jointly and severally unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (i) the principal of, premium, if any, of and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, 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. (c) The following is Guarantor. Subject to Section 6.06 of the Indenture, each Guarantor hereby waived: waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuersan Issuer, any right to require a proceeding first against the Issuersan Issuer, protest, notice and all demands whatsoever. (d) This Note whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture Notes and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (ec) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Issuers or the Note Guarantors, any amount paid by either to the Trustee or such Holder, this Note Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary 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. (g) As . The Guaranteeing Subsidiary further agrees that, as between each Guaranteeing Subsidiarythe 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 6 of the Indenture for the purposes of this Note Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Subsidiary Guarantee. (h) Each Guaranteeing Subsidiary . The Guarantors shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note the Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all any maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee Indenture shall be limited to the maximum amount permissible such that result in the obligations of each Guaranteeing such Guarantor under its Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constituting a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureIndenture, to jointly and severally unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (i) the principal ofof and interest, and premium, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) The following is hereby waived: diligence, diligence presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This Note Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and the Indenture and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantors, any amount paid by either to the Trustee or such Holder, this Note Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary Subsidiaries 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. (g) As between each Guaranteeing Subsidiarythe 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 6 of the Indenture for the purposes of this Note Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Subsidiary Guarantee. (h) Each Guaranteeing Subsidiary The Guarantors shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note the Guarantee. (i) Pursuant to Section 10.02 11.03 of the Indenture, after giving effect to all any maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Subsidiary Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary such Guarantor under this Note Subsidiary Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary The New Guarantor hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indenture, to jointly and severally unconditionally guarantee To Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (i) the principal of, premiumand premium and Special Interest, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereofunder the Indenture; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each Note the New Guarantor and each Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorthe New Guarantor. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This Note Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and the Indenture and this Supplemental Indenture, and each Guaranteeing Subsidiary the New Guarantor accepts all obligations of a Note the New Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)New Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note GuarantorsNew Guarantor, any amount paid by either to the Trustee or such Holder, this Note Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing Subsidiary The New Guarantor 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. (g) As between each Guaranteeing Subsidiarythe New 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 6 of the Indenture for the purposes of this Note Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantor for the purpose of this Note Subsidiary Guarantee. (h) Each Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to any maximum amount and all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Subsidiary Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary the New Guarantor under this Note Subsidiary Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary The Parent hereby agrees as follows: (a) Along with Holdings Subject to Subsection 2(b) below, the Parent hereby fully and all Note Guarantors named in unconditionally guarantees (such guarantee being the Indenture or any supplemental indenture, to jointly and severally unconditionally guarantee “Parent Guarantee”) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder Company under the Indenture or thereunderthe Notes, that: : (i) the principal of, premium, if any, and interest on on, the Notes shall promptly will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, and interest on on, the Notes, if any, if lawfullawful (subject in all cases to any applicable grace periods), and all other Obligations obligations of the Issuers Company to the Holders or and the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof of the Indenture and thereof; and the Notes, and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturityon the payment dates specified by such extension or renewal, by acceleration or otherwise. Failing payment when due by the Company of any amount so guaranteed or any performance so guaranteed for whatever reason, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Parent shall be jointly and severally obligated to pay the same immediately. This The Parent agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Parent hereby agrees that its obligations hereunder shall be full and unconditional, irrespective of the validity, regularity or enforceability of the Notes, Indenture or the Indenture, the Holdings Guarantee or any other Note GuaranteeNotes thereunder, 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 of the Indenture or thereofthe Notes, the recovery of any judgment against the IssuersCompany, 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. (c) The following is . Subject to Section 6.06 of the Indenture, the Parent hereby waived: waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This Note whatsoever and covenants that this Parent Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture Notes and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) . If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors (including each Guaranteeing Subsidiary), Company or any custodian, trusteeTrustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note GuarantorsCompany, any amount paid either by the Company to the Trustee or such Holder, this Note Parent Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing Subsidiary . The Parent 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. (g) As between each Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, . The Parent further agrees that (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Six of the Indenture for the purposes of this Note Parent Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 Six of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Parent for the purpose purposes of this Note Parent Guarantee. (h) Each Guaranteeing Subsidiary . The Parent shall have the right to seek contribution from Holdings or any non-paying Note Guarantor the Guarantors so long as the exercise of such right does not impair the rights of the Holders under this Note Parent Guarantee. (ib) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance lawsThe Parent, and after giving effect to any collections fromby its acceptance of this Parent Guarantee, rights to receive contribution from each Holder, hereby confirms that it is the intention of all such parties that the Parent Guarantee not constitute a fraudulent transfer or payments made by or on behalf conveyance for the purposes of Holdings Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any other Note Guarantor in respect of similar federal or state law to the extent applicable to the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Parent hereby irrevocably agree that the obligations of Holdings or such other Note Guarantor the Parent under Article 10 or Article 11 of the Indenture, this new Note Parent Guarantee shall be limited to the maximum amount permissible such extent necessary so that the obligations of each Guaranteeing Subsidiary under this Note Guarantee will they shall not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (jc) This Note Guarantee The Parent shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of subrogated to all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 rights of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure Holders against the Company in respect of any amounts paid by Parent pursuant to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor 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 provisions of the Issuers’Parent Guarantee or the Indenture; provided, Holdings’ however, that the Parent shall not be entitled to enforce or to receive any Note Guarantor’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 amountpayments arising out of, or must otherwise be restored or returned by any obligee on based upon, such right of subrogation until the Notesprincipal of, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiarypremium, if any, and pari passu with interest on all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if anyNotes issued under the Indenture shall have been paid in full. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing The Subsidiary Guarantor hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureThe Subsidiary Guarantor, to jointly and severally with all other Subsidiary Guarantors, if any, unconditionally guarantee guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Authority hereunder or thereunder, that: (i) the principal of, premium, if any, of and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Authority to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each Note Guarantor and each Guaranteeing the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately, in each case to the extent lawful. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditionalNotwithstanding the foregoing, irrespective of the validity, regularity or enforceability of the Notes, the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, 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. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event that this Subsidiary Guarantee would constitute or result in a violation of insolvency any applicable fraudulent conveyance or bankruptcy similar law of any relevant jurisdiction, the liability of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Subsidiary Guarantor under this Supplemental Indenture and this Supplemental Indenture, and each Guaranteeing its Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors (including each Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiary, 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to such amount as will not, after giving effect thereto, and to all other liabilities of the maximum Subsidiary Guarantor, result in such amount permissible such that the obligations of each Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constituting a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each The Guaranteeing Subsidiary hereby agrees as follows: (a) a. Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureIndenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (i) i. the principal of, premium, if any, of and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) . in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) b. The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. (c) c. The following is hereby waived: diligence, diligence presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) d. This Note Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture Notes and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) e. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantors, any amount paid by either to the Trustee or such Holder, this Note Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each f. The Guaranteeing Subsidiary 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. (g) g. As between each Guaranteeing Subsidiarythe 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 6 of the Indenture for the purposes of this Note Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Subsidiary Guarantee. (h) Each Guaranteeing Subsidiary h. The Guarantors shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note the Guarantee. (i) Pursuant i. The obligations hereunder shall be subject to Section 10.02 the subordination provisions of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in Subject to Article Ten of the Indenture or any supplemental indentureIndenture, to each Guaranteeing Subsidiary, jointly and severally with all other Guarantors, and fully and unconditionally guarantee guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, this Supplemental Indenture or the Notes or the obligations of the Issuers hereunder Company under the Indenture, this Supplemental Indenture or thereunderthe Notes, that: (i) the principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interestand interest and Liquidated Damages, if any, on the Notes (pursuant to Section 2.13 of the Indenture), if lawful (subject in all cases to any applicable grace periods provided in the Indenture) when due, and all other monetary obligations of the Issuers Company to the Holders or the Trustee under the Notes, the Indenture and the Notes shall or this Supplemental Indenture will be promptly paid in full or performedfull, all in accordance with the terms hereof of the Notes, the Indenture and thereofthis Supplemental Indenture; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This Each Guaranteeing Subsidiary agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Each Guaranteeing Subsidiary hereby agrees that, to the maximum extent permitted under applicable law, its obligations hereunder under the Indenture and this Supplemental Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture or this Supplemental Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. (c) The following is Each Guaranteeing Subsidiary, subject to Section 6.06 of the Indenture, hereby waived: waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This whatsoever and covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (ed) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to any of the Issuers, Holdings Company or the Note Guarantors, any amount paid either by any of them to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (fe) Each Guaranteeing Subsidiary agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby or by the Indenture until payment in full of all obligations guaranteed herebyhereby or by the Indenture. (gf) As Each Guaranteeing Subsidiary agrees that, as between each Guaranteeing Subsidiarythe 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 6 Six of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed by the Indenture or hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 Six of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Guarantee. (hg) Each Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this the Note Guarantee. (ih) Pursuant Each Guaranteeing Subsidiary confirms, pursuant to Section 10.02 of the Indenture, that it is the intention of such Guaranteeing Subsidiary that the Note Guarantee of such Guaranteeing Subsidiary not constitute (i) a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to its Note Guarantee or (ii) an unlawful distribution under any applicable state law prohibiting shareholder distributions by an insolvent subsidiary to the extent applicable to its Note Guarantee. To effectuate the foregoing intention, each Guaranteeing Subsidiary and the Trustee hereby irrevocably agree that the obligations of each Guaranteeing Subsidiary will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guaranteeing Subsidiary that are relevant under any applicable Bankruptcy Law or fraudulent conveyance such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 Ten of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that result in the obligations of each such Guaranteeing Subsidiary under this its Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constituting a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance or such an unlawful shareholder distribution. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureIndenture, to jointly and severally unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (i) the principal of, of and premium, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) The following is hereby waived: diligence, diligence presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This Note Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and the Indenture and this Supplemental Indenture, and each the Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiarythe 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary The Guarantors shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note the Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings Subject to Article Ten of the Indenture, the Guaranteeing Subsidiaries fully and all Note Guarantors named in the Indenture or any supplemental indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest and Additional Interest, if any, on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium, if any, and interest and Additional Interest, if any, on the Notes, if any, if lawfullawful (subject in all cases to any applicable grace period provided herein), and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This The Guaranteeing Subsidiaries agree that this is a guarantee of payment and not a guarantee of collection. (b) The Guaranteeing Subsidiaries hereby agree that, to the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. (c) The following is Guaranteeing Subsidiaries, subject to Section 6.06 of the Indenture, hereby waived: waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This whatsoever and covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture Notes and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (ed) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to any of the Issuers, Holdings Company or the Note Guarantors, any amount paid either by any of them to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (fe) Each The Guaranteeing Subsidiary Subsidiaries agree 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. (gf) As The Guaranteeing Subsidiaries agree that, as between each Guaranteeing Subsidiarythe Guarantors, 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 6 Six of the Indenture for the purposes of this the Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 Six of the Indenture, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this the Note Guarantee. (hg) Each The Guaranteeing Subsidiary Subsidiaries shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this the Note Guarantee. (ih) Pursuant The Guaranteeing Subsidiaries confirm, pursuant to Section 10.02 of the Indenture, that it is the intention of each such Guaranteeing Subsidiary that the Note Guarantee not constitute (i) a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note Guarantee or (ii) an unlawful distribution under any applicable state law prohibiting shareholder distributions by an insolvent subsidiary to the extent applicable to the Note Guarantee. To effectuate the foregoing intention, the Guaranteeing Subsidiaries and the Trustee hereby irrevocably agree that the obligations of each Guaranteeing Subsidiary will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of each Guaranteeing Subsidiary that are relevant under any applicable Bankruptcy Law or fraudulent conveyance such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 Ten of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that result in the obligations of each Guaranteeing Subsidiary under this the Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constituting a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance or such an unlawful shareholder distribution. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureGuarantors, to jointly and severally unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (i) the principal of, premiumand premium and Liquidated Damages, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, 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 guarantorGuarantor, other than payment in full of all Obligations under the Notes. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and the Indenture and this Supplemental Indenture, and each the Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Issuers or the Note Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiarythe 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary The Guarantors shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this the Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to any maximum amount and all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary such Guarantor under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureIndenture, to jointly and severally unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (i) the principal of, and premium, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and the Indenture and this Supplemental Indenture, and each the Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiarythe 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary The Guarantors shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this the Note Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to any maximum amount and all other contingent and fixed liabilities that are relevant under any applicable (A) Bankruptcy Law or fraudulent conveyance lawslaws or (B) any applicable state laws prohibiting shareholder distributions by an insolvent subsidiary to the extent applicable, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary such Guarantor under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance or an unlawful shareholder distribution. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows: (a) Along In accordance with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureterms of Article Ten of the Indenture, to the Guarantor jointly and severally severally, with any other Guarantors, and fully and unconditionally guarantee guarantees to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes Securities or the obligations of the Issuers Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on the Notes Securities shall be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, and interest on the Notes Securities, if lawful (subject in all cases to any applicable grace period provided in the Indenture), and all other monetary obligations of the Issuers Company to the Holders or the Trustee under the Indenture and Securities or under the Notes shall Indenture, including any obligations to repurchase Securities from the Holders, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, that the same shall 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, Holdings, each Note the Guarantor and each Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantor hereby agrees that, to the maximum extent permitted under applicable law, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Securities or the Indenture, the Holdings Guarantee or any other Note Guarantee, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a guarantorthe Guarantor. (c) The following is Guarantor, subject to Section 6.06 of the Indenture, hereby waived: waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This Note whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture Securities and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (ed) If The Guarantor agrees that if any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to any of the Issuers, Holdings Company or the Note Guarantors, any amount paid either by any of them to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (fe) Each Guaranteeing Subsidiary The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. (gf) As The Guarantor agrees that, as between each Guaranteeing Subsidiarythe 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 6 Six of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 Six of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantor for the purpose of this Note Guarantee. (hg) Each Guaranteeing Subsidiary If the Guarantor makes a payment under its Guarantee, the Guarantor shall have the right to seek contribution from Holdings or any non-paying Note Guarantor Guarantor, so long as the exercise of such right does not impair the rights of the Holders under this Note the Guarantee. (ih) Pursuant The Guarantor confirms, pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee maximum aggregate amount guaranteed hereunder shall be limited to not exceed the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary under can be hereby guaranteed without rendering this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureother Guarantors, to jointly and severally unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (i) the principal of, of and interest and premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawfullawful (subject in all cases to any applicable grace period provided in the Indenture), and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorCompany, 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. (c) The following is Subject to Section 6.06 of the Indenture and to the extent permitted by applicable law, each Guarantor hereby waivedwaives: diligence, diligence presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This Subject to Section 6.06 of the Indenture and to the extent permitted by applicable law, this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture Notes and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiarythe 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 6 VI of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 VI of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary The Guarantors shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this the Note Guarantee. (ij) Pursuant to Section 10.02 11.03 of the Indenture, after giving effect to all any maximum amount and any other contingent and fixed liabilities of the Guarantor that are relevant under any applicable Bankruptcy Law Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or fraudulent conveyance lawsany similar federal or state law to the extent applicable, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 XI of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This the Guarantor irrevocably agree that the obligation of such Guarantor shall result in the obligations of such Guarantor under its Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by not constituting a fraudulent transfer or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedconveyance. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows: (a) Along In accordance with Holdings and the terms of Article Ten of the Indenture, the Guaranteeing Subsidiary, along with all Note Guarantors named in the Indenture or any supplemental indentureother Guarantors, to jointly and severally unconditionally guarantee severally, and fully and unconditionally, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium, if any, and interest and Liquidated Damages, if any, on the Notes, if any, if lawfullawful (subject in all cases to any applicable grace period provided herein), and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and; (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This The Guaranteeing Subsidiary agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guaranteeing Subsidiary hereby agrees that, to the maximum extent permitted under applicable law, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, 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 Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. (c) The following is Guaranteeing Subsidiary, subject to Section 6.06 of the Indenture, hereby waived: waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This whatsoever and covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture Notes and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (ed) If The Guaranteeing Subsidiary agrees that if any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to any of the Issuers, Holdings Company or the Note Guarantors, any amount paid either by any of them to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (fe) Each The Guaranteeing Subsidiary agrees that the Guaranteeing Subsidiary 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. (gf) As The Guaranteeing Subsidiary agrees that, as between each Guaranteeing Subsidiarythe 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 6 Six of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 Six of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Guarantee. (hg) Each The Guaranteeing Subsidiary shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this the Note Guarantee. (ih) Pursuant The Guaranteeing Subsidiary confirms, pursuant to Section 10.02 of the Indenture, that it is the intention of such Guaranteeing Subsidiary that its Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to its Note Guarantee and, to effectuate the foregoing intention, hereby irrevocably agrees that the obligations of such Guaranteeing Subsidiary will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guaranteeing Subsidiary that are relevant under any applicable Bankruptcy Law or fraudulent conveyance such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 Ten of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that result in the obligations of each such Guaranteeing Subsidiary under this its Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constituting a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Agreement to Guarantee. Each The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with Holdings and all Note Guarantors named in the Indenture or any supplemental indentureIndenture, to jointly and severally unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (i) the principal of, premium, if any, of and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under the Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, Holdings, each Note Guarantor and each Guaranteeing Subsidiary the Guarantors shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or the Indenture, the Holdings Guarantee or any other Note Guarantee, the absence of any action to enforce the EXHIBIT F 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 Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) The following is hereby waived: diligence, diligence presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever. (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and the Indenture and this Supplemental Indenture, and each the Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors (including each Guaranteeing Subsidiary)Guarantors, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Each The Guaranteeing Subsidiary 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. (g) As between each Guaranteeing Subsidiarythe 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 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary the Guarantors for the purpose of this Note Guarantee. (h) Each Guaranteeing Subsidiary The Guarantors shall have the right to seek contribution from Holdings or any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note the Guarantee. (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all any maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of Holdings or any other Note Guarantor in respect of the obligations of Holdings or such other Note Guarantor under Article 10 or Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary such Guarantor under this Note Guarantee will not be voidable under applicable law relating to fraudulent conveyance or constitute a fraudulent transfer or similar laws affecting the rights of creditors generallyconveyance. (j) This Note Guarantee shall be a continuing guarantee and shall (1) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (2) subject to Section 10.06 of the Indenture, be binding upon each Guaranteeing Subsidiary and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. (k) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any Note Guarantor’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, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (l) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (m) This Note Guarantee shall be a general senior unsecured obligation of each Guaranteeing Subsidiary, ranking senior to all existing and future Subordinated Indebtedness of such Guaranteeing Subsidiary, if any, and pari passu with all existing and future Senior Pari Passu Indebtedness of such Guaranteeing Subsidiary, if any. (n) Each payment to be made by each Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.