Common use of Guarantee Clause in Contracts

Guarantee. Subject to this Article Ten, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of and interest 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 and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six hereof for the purposes of this 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 Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee.

Guarantee. Subject to this Article TenXI, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees on a senior unsecured basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Issuers hereunder or thereunder, that: (a) the principal of and interest on the Notes will shall be promptly paid in full when due, whether at 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 Issuer Issuers to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Subject to Section 7.06 hereof, each Guarantor hereby waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the IssuerIssuers, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerIssuers, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six VII hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six VII hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee.

Guarantee. Subject (a) The Guarantor agrees to this Article Ten, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and pay in full to the Trustee holder of each Note, the principal of, and its successors and assigns, irrespective of the validity and enforceability of this Indentureinterest on, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, upon redemption or otherwiseotherwise (the “Guaranteed Obligations”), and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and applicable due date for such payment. (b) in case The Guarantor’s obligations hereunder shall inure to the benefit of and shall be enforceable by any extension holder of time of payment or renewal of any Notes or any a Note if, for reason beyond the control of such other obligationsholder, that same will be promptly paid in full when due such holder shall have failed to receive the interest or performed in accordance with the terms of the extension principal, as applicable, payable to such holder any payment date, redemption date or renewal, whether at stated maturity, by acceleration or otherwisematurity date. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary The Guarantor hereby irrevocably agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity legality or enforceability of of, or any change in or amendment to, this Agreement, the Notes Pledge Agreement or this Indentureany Note, the absence of any action to enforce the same, any the waiver or consent by the holder of any Holder of Note or by the Notes Collateral Agent with respect to any provisions hereof of this Agreement or thereofthe Pledge Agreement, the recovery of any judgment against the Issuer, or any action to enforce the same or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary The Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims protest or notice with a court in respect to each Note or the event of insolvency or bankruptcy of the Issuerinterest represented thereby, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever whatsoever, and covenant covenants that this Note Guarantee shall the guarantee will not be discharged except by upon complete performance irrevocable payment of the principal and interest obligations contained in represented by the Notes. (c) The Guarantor shall be subrogated to and is hereby assigned all rights of the holder of the Notes against National Rural and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to proceeds of the IssuerPledged Collateral, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders all in respect of any obligations guaranteed hereby until payment amounts paid by the Guarantor pursuant to the provisions of the guarantee contained in full of all obligations guaranteed herebythis Article IX. Each Subsidiary holder shall execute and deliver to the Guarantor further agrees thatin each holder’s name such instruments and documents as the Guarantor may reasonably request in writing confirming or evidencing such subrogation and assignment. (d) No reference herein shall alter or impair the guarantee, as between which is absolute and unconditional, of the Subsidiary Guarantorsdue and punctual payment of principal of, and interest on, the Notes, on the one handdates such payments are due. (e) The guarantee is not an obligation of, and is not a guarantee as to principal or interest by the Holders and Farm Credit Administration, the Trustee, on the United States or any other hand, (x) the maturity agency or instrumentality of the obligations guaranteed hereby may United States (other than the Guarantor). (f) The guarantee shall be accelerated as provided governed by, and construed in Article Six hereof for accordance with, Federal law. To the purposes of this Subsidiary Guaranteeextent Federal law incorporates state law, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect that state law shall be the laws of the obligations guaranteed hereby, District of Columbia applicable to contracts made and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guaranteeperformed therein.

Guarantee. (a) Subject to this Article Ten11, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: : (a1) the principal of of, premium, if any, and interest on 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 and interest on the Notes, if any, if lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary 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 Six 6 hereof for the purposes of this Subsidiary 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 Six 6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Guarantee. (a) Subject to this Article TenSection 11.02, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees on a senior secured basis to the extent, with respect to security, set forth in Article 12 and the Collateral Agreements, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its the Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Notes, the Collateral Agreements or the obligations of the Issuer Issuers hereunder or thereunder, that: : (a1) the principal of of, premium, if any, and interest on on, the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at 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 Issuer Issuers to the Holders or Holders, the Trustee and the Collateral Agent hereunder or thereunder or under any Collateral Agreement will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, this Indenture or this Indentureany Collateral Agreement, 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 IssuerIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the IssuerIssuers, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (c) If any Holder Holder, the Collateral Agent or the Trustee is required by any court or otherwise to return to the IssuerIssuers, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or the Subsidiary Guarantors, any amount paid by either the Issuers or any Guarantor to the Trustee Trustee, the Collateral Agent or such Holder, this Subsidiary Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders Holders, the Collateral Agent and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Subsidiary 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 Six 6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Guarantee. Subject to this Article Ten9, each of the Subsidiary Guarantors hereby, jointly and severally, Guarantor hereby unconditionally guarantees to each Holder holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the due and punctual payment of the principal of of, premium, if any, and interest on the Notes will be promptly paid in full when dueNotes, subject to any applicable grace period, whether at maturityStated Maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notespremium, if any, if lawfuland, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Issuer Company to the Holders holders or the Trustee hereunder under this Indenture or thereunder will be promptly paid in full any other agreement with or performedfor the benefit of the holders or the Trustee, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration pursuant to Section 6.01, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall . (1) any principles or provisions of law, statutory or otherwise, which are or might be unconditional, irrespective in conflict with the terms of the validity, regularity or enforceability of the Notes or this Indenture, the absence of Guarantees and 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 Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or defense the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentations, protests, notices of a guarantor. Each Subsidiary Guarantor hereby waivesprotest, notices of dishonor and notices of any action or inaction, including acceptance of the Guarantees, notices of Default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations under the Guarantees or any agreement related thereto, and notices of any extension of credit to the Company and any right to consent to any thereof; (g) to the extent permitted by under applicable law, diligencethe benefits of any “One Action” rule and (h) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, presentment, demand of payment, filing of claims or which may conflict with a court in the event of insolvency or bankruptcy terms of the IssuerGuarantees. Except to the extent expressly provided herein, any right to require a proceeding first against the Issuerincluding Section 9.05, protest, notice and all demands whatsoever and covenant each Guarantor hereby covenants that this Note its Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes its Guarantee and this Indenture. If any Holder holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holderholder, this Subsidiary Guaranteethe Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six Section 6.01 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six Section 6.01 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the holders under the Guarantee.

Guarantee. Subject to this Article Ten10, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of and interest and premium, if any, on the Notes will shall be promptly paid in full when due, whether at 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 Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six 6 hereof for the purposes of this 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 Six 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantees issued by each Unrestricted Parent Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, and the Guarantees issued by each Secured Guarantor will be senior secured obligations of such Guarantor and shall be pari passu in right of payment with all existing and future First Lien Obligations and Senior Indebtedness of such Guarantor, provided that, in each case and for the avoidance of doubt, nothing herein prevents the Credit Facilities Obligations, and Hedging Obligations provided by any lender or letter of credit issuer (or any affiliate thereof) under the Revolving Credit Facility, having priority in right of payment in relation to the Collateral specified by the Intercreditor Agreement for an aggregate principal amount not exceeding €750 million. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to (a) Notwithstanding any provision of this Article TenX to the contrary, the provisions of this Article X relating to the Subsidiary Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Subsidiary Guarantors. (b) For value received, each of the Subsidiary Guarantors hereby, jointly and severallyhereby fully, unconditionally and absolutely guarantees (each, a “Guarantee”) to each Holder of a Note authenticated and delivered by the Trustee Holders and to the Trustee the due and its successors and assigns, irrespective punctual payment of the validity principal of, and enforceability of this Indenturepremium, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwiseif any, and interest on the overdue principal of Securities and interest on all other amounts due and payable under this Indenture and the NotesSecurities by the Issuers, when and as such principal, premium, if any, if lawfuland interest shall become due and payable, and all other obligations whether at the Stated Maturity or by declaration of the Issuer acceleration, call for redemption or otherwise, according to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewalSecurities and this Indenture, whether at stated maturity, by acceleration or otherwise. subject to the limitations set forth in Section 10.03. (c) Failing payment when due of any amount so guaranteed or any performance so guaranteed pursuant to the related Guarantee, for whatever reason, each of the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder is intended to be a general, unsecured, senior obligation of the related Subsidiary Guarantor agrees that this is a guarantee and will rank pari passu in right of payment and not a guarantee with all Debt of collectionsuch Subsidiary Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. The Each of the Subsidiary Guarantors hereby agree agrees that their its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Securities, its Guarantee, the Guarantee of any other Subsidiary Guarantor or this Indenture, 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 IssuerIssuers or any Subsidiary Guarantor, or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantorthe Subsidiary Guarantors. Each of the Subsidiary Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Subsidiary Guarantor hereby waivesto enforce such Guarantee without first proceeding against the Issuers or any other Subsidiary Guarantor. (d) The obligations of each of the Subsidiary Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Issuers or any of the Subsidiary Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Issuers, any of the Subsidiary Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Issuers, any of the Subsidiary Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Issuers or any of the Subsidiary Guarantors under this Indenture, (v) the extension of the time for payment by the Issuers or any of the Subsidiary Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Issuers or any of the Subsidiary Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Issuers or any of the Subsidiary Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Issuers or any of the Subsidiary Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Issuers or any of the Subsidiary Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the extent permitted by applicable law, related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (e) Each of the Subsidiary Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the IssuerIssuers or any of the Subsidiary Guarantors, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and covenant that this Note the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee shall without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenturesuch Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, Each of the Subsidiary Guarantors further agrees that if at any time all or any custodianpart of any payment theretofore applied by any Person to its Guarantee is, trusteeor must be, liquidator rescinded or other similar official acting in relation to either returned for any reason whatsoever, including, without limitation, the Issuer insolvency, bankruptcy or reorganization of the Issuers or any of the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary GuaranteeGuarantee shall, to the extent theretofore dischargedthat such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (f) Each of the Subsidiary Guarantors shall be reinstated subrogated to all rights of the Holders and the Trustee against the Issuers in full force and effect. Each respect of any amounts paid by such Subsidiary Guarantor agrees pursuant to the provisions of this Indenture; provided, however, that it such Subsidiary Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to until all of the Holders in respect Securities of any obligations guaranteed hereby until payment such series and the related Guarantees shall have been paid in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six hereof for the purposes of this 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 Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guaranteedischarged.

Guarantee. (a) Subject to this Article Ten, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: : (a1) the principal of of, premium, if any, and interest 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 and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this Note Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary 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 Six hereof for the purposes of this Subsidiary 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 Six hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

Guarantee. Subject to this Article Ten10, each of the Subsidiary Guarantors hereby, jointly and severally, hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: assigns (a) the due and punctual payment of the principal of of, premium, if any, and interest on the Notes will be promptly paid in full when dueNotes, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notespremium, if any, if lawfuland to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performedthereunder, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration pursuant to Section 6.02 hereof, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall . (1) any principles or provisions of law, statutory or otherwise, which are or might be unconditional, irrespective in conflict with the terms of the validity, regularity or enforceability of the Notes or this Indenture, the absence of Subsidiary Guarantees and 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 Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge of such Subsidiary Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder or defense the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentations, protests, notices of a guarantor. Each protest, notices of dishonor and notices of any action or inaction, including acceptance of the Subsidiary Guarantor hereby waivesGuarantees, notices of default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations under the Subsidiary Guarantees or any agreement related thereto, and notices of any extension of credit to the Company and any right to consent to any thereof; (g) to the extent permitted by under applicable law, diligencethe benefits of any “One Action” rule and (h) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, presentment, demand of payment, filing of claims or which may conflict with a court in the event of insolvency or bankruptcy terms of the IssuerSubsidiary Guarantees. Except to the extent expressly provided herein, any right to require a proceeding first against the Issuerincluding Sections 8.02, protest8.03 and 10.05 hereof, notice and all demands whatsoever and covenant each Subsidiary Guarantor hereby covenants that this Note its Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes its Subsidiary Guarantee and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six Section 6.02 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six Section 6.02 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

Guarantee. (a) Subject to this Article Ten2, each of the New Subsidiary Guarantors hereby, jointly and severally, Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Guarantee Supplemental Indenture, the Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: (a) the principal of and interest 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 and interest on the Notes, if any, if lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the New Subsidiary Guarantors shall Guarantor will be jointly and severally obligated to pay the same immediately. Each The New Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The New Subsidiary Guarantors Guarantor hereby agree that their its obligations hereunder shall will be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, the Indenture or this Guarantee Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, 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 Subsidiary Guarantor. Each The New Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenant covenants that this the Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes Notes, the Indenture and this Guarantee Supplemental Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the New Subsidiary Guarantors Guarantor or any custodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Issuer Company or the New Subsidiary GuarantorsGuarantor, any amount paid by either to the Trustee or such Holder, this Subsidiary the Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. Each . (d) The New Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each The New Subsidiary Guarantor further agrees that, as between the New Subsidiary GuarantorsGuarantor, 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 Six hereof 5 of the Indenture for the purposes of this Subsidiary the 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 Six hereof5 of the Indenture, such obligations (whether or not due and payable) shall will forthwith become due and payable by the New Subsidiary Guarantors Guarantor for the purpose of this the Note Guarantee. The New Subsidiary Guarantor will have the right to seek contribution from any future non-paying Guarantor, if any, so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Guarantee. Subject to this Article Ten12, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: (a) the principal of of, premium and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption redemption, repurchase or otherwise, and interest on the overdue principal of and premium and interest on the Notes, if any, if lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately, whether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Article 7 hereof. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives, to To the extent permitted by applicable law, each Guarantor hereby waives and relinquishes diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary To the extent permitted by applicable law, each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, to the extent permitted by applicable law (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 7 hereof for the purposes of this Subsidiary 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 Six 7 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Guarantee. Subject to this Article Ten10, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of and interest and premium, if any, on the Notes will shall be promptly paid in full when due, whether at 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 Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six 6 hereof for the purposes of this 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 Six 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantees issued by each Unrestricted Parent Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor. The Guarantees issued by each Secured Guarantor will be senior secured obligations of such Guarantor and shall be pari passu in right of payment with all existing and future First Lien Obligations and Senior Indebtedness of such Guarantor. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to this Article Ten10, each of the Subsidiary Guarantors hereby, jointly and severally, hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: assigns (a) the due and punctual payment of the principal of of, premium, if any, and interest on the Notes will be promptly paid in full when dueNotes, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notespremium, if any, if lawfuland to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performedthereunder, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration pursuant to Section 6.02 hereof, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be solidarily (jointly and severally severally) obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall . (1) any principles or provisions of law, statutory or otherwise, which are or might be unconditional, irrespective in conflict with the terms of the validity, regularity or enforceability of the Notes or this Indenture, the absence of Subsidiary Guarantees and 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 Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge of such Subsidiary Guarantor’s obligations hereunder, (2) the benefit of any prescription of such Subsidiary Guarantor’s liability hereunder or defense the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentations, protests, notices of a guarantorprotest, notices of dishonor and notices of any action or inaction, including acceptance of the Subsidiary Guarantees, notices of default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations under the Subsidiary Guarantees or any agreement related thereto, and notices of any extension of credit to the Company and any right to consent to any thereof; (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Subsidiary Guarantees, and (h) any rights to be provided information pursuant to Article 2345 of the Civil Code. Each Except to the extent expressly provided herein, including Sections 8.02, 8.03 and 10.05 hereof, each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant covenants that this Note its Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes its Subsidiary Guarantee and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six Section 6.02 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six Section 6.02 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee. Each Subsidiary Guarantor hereby waives the benefits of discussion and division.

Guarantee. (a) Subject to this Article Ten10, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: : (a1) the principal of of, premium, if any, and interest on on, the Notes will be promptly paid in full when due, whether at maturityStated 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 Issuer Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenant covenants that this its Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary each Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary 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 Six 6 hereof for the purposes of this Subsidiary GuaranteeSection 10.01, 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 Six 6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors for the purpose purposes of this Subsidiary Section 10.01. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Guarantee. (a) Subject to this Article TenSixteen, each of the Subsidiary Guarantors hereby, as primary obligor and not merely as surety, jointly and severally, fully and unconditionally guarantees to each Holder of a Note the Guaranteed Notes authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Guaranteed Notes or the obligations of the Issuer hereunder or thereunder, that: : (a1) the principal of of, premium, if any, and interest on on, the Guaranteed Notes will be promptly paid in full when due, whether at maturityMaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium, if any, and interest on the Guaranteed Notes, if any, if lawful, and all other monetary obligations of the Issuer to the Holders or the Trustee hereunder whether for payment of principal of or interest on the Guaranteed Notes, expenses, indemnification or otherwise, or thereunder will be promptly punctually paid in full or performedfull, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Guaranteed Notes or any of such other obligations, that same will be promptly punctually 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. Notwithstanding any other provision of this Indenture, the maximum aggregate liability of each Guarantor under this Note Guarantee shall not exceed fifty thousand United States dollars (U.S. $50,000) (the “Guaranteed Amount”). Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Each Guarantor, pursuant to its Note Guarantee, also hereby agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under its Note Guarantee. (b) The Subsidiary Guarantors hereby agree that (to the fullest extent permitted by law) their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives, waives (to the fullest extent permitted by applicable law, ) diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant covenants (except as otherwise provided in Section 16.04 hereof) that this the Note Guarantee shall will not be discharged except by complete performance of the monetary obligations contained in the Guaranteed Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees (to the fullest extent permitted by law) that, as between the Subsidiary 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 Six hereof Five of this Indenture for the purposes of this Subsidiary the 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 Six hereofFive of this Indenture, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Note Guarantee. The Guarantors will have the right to seek contribution from the Issuer or any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Guarantee. Subject to this Article TenX, each of the Subsidiary Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of and interest and premium, if any, on the Notes will shall be promptly paid in full when due, whether at 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 Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediatelypromptly. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, 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 of the obligations of the Issuer under this Indenture or under the Notes). Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee shall not be discharged except by complete performance full payment of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, then any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six VI hereof for the purposes of this 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 Six VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Until released in accordance with Section 10.06 hereof, each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, if any. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article Ten10, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Issuers hereunder or thereunder, that: : (a1) the principal of of, premium, if any, and interest on on, the Notes will be promptly paid in full when due, whether at maturityStated 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 Issuer Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the IssuerIssuers, protest, notice and all demands whatsoever and covenant covenants that this its Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the IssuerIssuers, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary each Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary 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 Six 6 hereof for the purposes of this Subsidiary GuaranteeSection 10.01, 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 Six 6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors for the purpose purposes of this Subsidiary Section 10.01. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Guarantee. Subject to 23.1 In consideration of Burberry entering into this Article Ten, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this IndentureAgreement, the Notes or the Guarantor shall as primary obligations of it: (A) if and whenever the Issuer hereunder or thereunder, that: (a) the principal of and interest on the Notes will Licensee shall be promptly paid in full when due, whether at 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 default in any payment obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed payable under this Agreement or the performance of any obligations under this Agreement and within two Working Days after being given notice to that effect by Burberry, pay all amounts then payable by the Licensee or perform the obligations of the Licensee as though the Guarantor instead of the Licensee was expressed to be the principal debtor or obligor; and (B) indemnify Burberry against all reasonable costs and expenses (including legal fees) which Burberry may pay or incur in collecting any amount payable by or satisfying the obligations of the Licensee or the Guarantor and referred to in clause 23.1(A). 23.2 Any amount not paid or obligation not performed by the Licensee and not recoverable from or satisfied by the Guarantor on the basis of a guarantee (whether because of any legal limitation, disability or incapacity on the part of the Licensee or any performance so guaranteed for whatever reasonother matter or thing whether known to Burberry or not) shall nevertheless be recoverable from the Guarantor on the basis of an indemnity. 23.3 The Guarantor acknowledges that its liability under this clause 23 shall not be discharged or affected in any way by time being given to the Licensee or by any other indulgence or concession being granted to the Licensee or by any other act, omission, dealing, matter or thing whatsoever (including without limitation any change in the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee memorandum or articles of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective association of the validityLicensee or the Guarantor, regularity any amendment to this Agreement or the liquidation, dissolution, reconstruction or amalgamation of the Licensee or the Guarantor or the illegality or enforceability of this Agreement) which but for this provision might operate to release the Notes or Guarantor from its obligations under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder clause 23. 23.4 The guarantee contained in this clause 23 is a continuing guarantee and shall remain in full force and effect until all obligations of the Notes Licensee guaranteed under this Agreement have been discharged in full notwithstanding any variation, release or other dealing with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy invalidity of the Issuer, any right same. It is in addition to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not prejudice nor be discharged except prejudiced by complete any other guarantee, indemnity or other security or right against any third party which Burberry may have for the due performance of the obligations contained concerned. 23.5 Burberry will not be obliged before exercising any of the rights, powers or remedies conferred upon it against the Guarantor under this clause 23 or by law: (A) to make demand of the Licensee but Burberry shall by notice in writing to the Notes and Licensee inform the Licensee if it exercises its rights against the Guarantor pursuant to this Indenture. If clause 23; (B) to enforce or seek to enforce any Holder claim, right or remedy against the Trustee is required by Licensee or any other person; or (C) to make or file any claim in connection with the insolvency of the Licensee or any other person; or (D) to take any action or obtain judgement in any court or otherwise to return to against the Issuer, the Subsidiary Guarantors Licensee or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six hereof for the purposes of this 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 Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guaranteeperson.

Guarantee. Subject to this Article Ten, each Each of the Subsidiary Guarantors herebyhereby unconditionally guarantees, jointly and severallyseverally with each other Guarantor, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (ai) the due and punctual payment of the principal of and interest on the Notes will be promptly paid in full when dueof, whether at maturitypremium, by accelerationif any, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if anywhether at maturity or on an interest payment date, if by acceleration, pursuant to an Offer to Purchase or otherwise, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performedwhen due, all in accordance with the terms hereof and thereof; , including all amounts payable to the Trustee under Section 7.07 hereof, and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing If the Issuer fails to make any payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors each Guarantor shall be obligated, jointly and severally obligated with each other Guarantor, to pay the same immediately. Each Subsidiary Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their its obligations hereunder shall be continuing, absolute and unconditional, irrespective of of, and shall be unaffected by, the validity, regularity or enforceability of the Notes or Notes, this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of or the Notes Trustee with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenturesuch Guarantor. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerIssuer or any Guarantor, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantorssuch Guarantor, any amount paid by either the Issuer or any Guarantor to the Trustee or such Holder, this Subsidiary GuaranteeArticle 6, to the extent theretofore dischargeddischarged with respect to any Guarantee, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby by such Guarantor until payment in full of all obligations guaranteed herebysuch obligations. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantorssuch Guarantor, on the one hand, and the Holders of Notes and the Trustee, Trustee on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 5 hereof for the purposes of this Subsidiary such Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (yii) in the event of any declaration of acceleration of such obligations as provided in Article Six hereof, 5 hereof such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors such Guarantor, jointly and severally with each other Guarantor, for the purpose of this Subsidiary GuaranteeArticle 6. In addition, without limiting the foregoing, upon the effectiveness of an acceleration under Article 5, the Trustee may make a demand for payment on the Notes under any Guarantee provided hereunder and not discharged. The Guarantee set forth in this Section 6.01 and as annexed to any Note shall not be valid or become obligatory for any purpose with respect to a Note until the certificate of authentication on such Note shall have been signed by the Trustee or any duly appointed agent.

Guarantee. Subject to this Article Ten10, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Issuers hereunder or thereunder, that: (a) the principal of of, interest and interest premium, if any, on the Notes will shall be promptly paid in full when due, whether at 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 Issuer Issuers to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the IssuerIssuers, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerIssuers, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six 6 hereof for the purposes of this 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 Six 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantee issued by any Guarantor shall be an unsecured, unsubordinated obligation of such Guarantor and shall be equal in right of payment with all existing and future Indebtedness of such Guarantor, if any, that is not subordinated in right of payment to the Notes and Guarantees. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to this Article Ten10, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Issuers hereunder or thereunder, that: (a) the principal of performance and interest on the Notes will be promptly paid in full and punctual payment when due, whether at maturity, by acceleration, redemption acceleration or otherwise, of all obligations of the Issuers under this Indenture and interest on the overdue Notes, whether for payment of principal of and or interest on the Notes, if anyexpenses, if lawfulindemnification or otherwise, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with on the terms hereof and thereofset forth in this Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the IssuerIssuers, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerIssuers, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor also agrees that it shall not be entitled to pay any right of subrogation 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 relation to the Holders in respect of enforcing any obligations guaranteed hereby until payment in full of all obligations guaranteed herebyrights under this Section 10.01. Each Subsidiary Guarantor further agrees that, as between the 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 Six 6 hereof for the purposes of this 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 Six 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Guarantee. Any Subsidiary GuaranteeGuarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s pro rata portion of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment determined in accordance with GAAP. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a voidable preference, fraudulent transfer or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to (a) Notwithstanding any provision of this Article TenX to the contrary, the provisions of this Article X relating to the Subsidiary Guarantors shall be applicable only to, and inure solely to the benefit of, the Debt Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the Guarantee of each of the Subsidiary Guarantors. (b) For value received, each of the Subsidiary Guarantors hereby, jointly and severallyhereby fully, unconditionally and absolutely guarantees (the “Guarantee”) to each Holder of a Note authenticated and delivered by the Trustee Holders and to the Trustee the due and its successors and assigns, irrespective punctual payment of the validity principal of, and enforceability of this Indenturepremium, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwiseif any, and interest on the overdue principal of Debt Securities and interest on all other amounts due and payable under this Indenture and the NotesDebt Securities by the Partnership, when and as such principal, premium, if any, if lawfuland interest shall become due and payable, and all other obligations whether at the Stated Maturity or by declaration of the Issuer acceleration, call for redemption or otherwise, according to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewalDebt Securities and this Indenture, whether at stated maturity, by acceleration or otherwise. subject to the limitations set forth in Section 10.03. (c) Failing payment when due of any amount so guaranteed or any performance so guaranteed pursuant to the Guarantee, for whatever reason, each of the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each The Guarantee hereunder is intended to be a general, unsecured, senior obligation of each of the Subsidiary Guarantors and will rank pari passu in right of payment with all Debt of such Subsidiary Guarantor agrees that this is a guarantee not, by its terms, expressly subordinated in right of payment and not a guarantee to the Guarantee. Each of collection. The the Subsidiary Guarantors hereby agree agrees that their its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Debt Securities, the Guarantee (including the Guarantee of any Subsidiary Guarantor) or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Debt Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerPartnership or any Subsidiary Guarantor, or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantorthe Subsidiary Guarantors. Each of the Subsidiary Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Debt Securities, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Subsidiary Guarantor hereby waivesto enforce the Guarantee without first proceeding against the Partnership or any other Subsidiary Guarantor. (d) The obligations of each of the Subsidiary Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Partnership or any of the Subsidiary Guarantors contained in the Debt Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Partnership, any of the Subsidiary Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Partnership, any of the Subsidiary Guarantors or the Trustee of any rights or remedies under the Debt Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Debt Securities, including all or any part of the rights of the Partnership or any of the Subsidiary Guarantors under this Indenture, (v) the extension of the time for payment by the Partnership or any of the Subsidiary Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Debt Securities or this Indenture or of the time for performance by the Partnership or any of the Subsidiary Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Partnership or any of the Subsidiary Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Partnership or any of the Subsidiary Guarantors or any of their respective assets, or the disaffirmance of the Debt Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Partnership or any of the Subsidiary Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Debt Securities, the Guarantee or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the extent permitted by applicable law, Guarantee) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (e) Each of the Subsidiary Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the IssuerPartnership or any of the Subsidiary Guarantors, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and covenant that this Note the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee shall without notice to it and (iii) covenants that the Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this IndentureGuarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, Each of the Subsidiary Guarantors further agrees that if at any time all or any custodianpart of any payment theretofore applied by any Person to the Guarantee is, trusteeor must be, liquidator rescinded or other similar official acting in relation to either returned for any reason whatsoever, including without limitation, the Issuer insolvency, bankruptcy or reorganization of the Partnership or any of the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary GuaranteeGuarantee shall, to the extent theretofore dischargedthat such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (f) Each of the Subsidiary Guarantors shall be reinstated subrogated to all rights of the Holders and the Trustee against the Partnership in full force and effect. Each respect of any amounts paid by such Subsidiary Guarantor agrees pursuant to the provisions of this Indenture, provided, however, that it such Subsidiary Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to until all of the Holders in respect of any obligations guaranteed hereby until payment Debt Securities and the Guarantee shall have been paid in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six hereof for the purposes of this 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 Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guaranteedischarged.

Guarantee. Subject to this Article Ten(a) The Guaranteeing Subsidiary, each of the Subsidiary Guarantors herebyas primary obligor and not merely as surety hereby unconditionally guarantees, jointly and severallyon an unsecured senior basis, unconditionally guarantees to each Holder of a Note the Notes authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of assigns with respect to the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunderNotes, that: : (a1) the principal of of, premium, if any, and interest 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 and interest on the Notes, if any, if lawful, and all other obligations of the Issuer Company to the such Holders or the Trustee hereunder or thereunder under the Indenture will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any the Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwiseotherwise (all obligations guaranteed hereby, herein called the “Guaranteed Obligations”). Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guaranteeing Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each The Guaranteeing Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Guaranteeing Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee shall will not be discharged with respect to the Notes except by complete performance (i) the payment in full of the obligations contained in Guaranteed Obligations with respect to the Notes and this Indenture. or (ii) as otherwise set forth in Section 2.05 hereof. (c) If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Guaranteeing Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Subsidiary GuarantorsGuaranteeing Subsidiary, any amount paid by either to the Trustee or such Holder, this Subsidiary Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. Each . (d) The Guaranteeing Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each The Guaranteeing Subsidiary Guarantor further agrees that, as between the Subsidiary GuarantorsGuaranteeing Subsidiary, 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 Six hereof Seven of the Indenture for the purposes of this Subsidiary 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 Six hereofSeven of the Indenture, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guaranteeing Subsidiary Guarantors for the purpose of this Note Guarantee, in each case, with respect to the Notes so accelerated. The Guaranteeing Subsidiary will have the right to seek contribution from any non-paying guarantor (if any) so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee.

Guarantee. (a) Subject to this Article Ten10, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: : (a1) the principal of of, premium, if any, and interest on 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 and interest on the Notes, if any, if lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary 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 Six 6 hereof for the purposes of this Subsidiary 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 Six 6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Guarantee. Subject to this Article Ten, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) The Guarantor agrees to pay in full to the holder of each Bond, the principal of of, and interest on on, the Notes will be promptly paid in full Bonds when due, whether at maturity, by acceleration, upon redemption or otherwiseotherwise (the “Guaranteed Obligations”), and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and applicable due date for such payment. (b) in case The Guarantor’s obligations hereunder shall inure to the benefit of and shall be enforceable by any extension holder of time of payment or renewal of any Notes or any a Bond if, for reason beyond the control of such other obligationsholder, that same will be promptly paid in full when due such holder shall have failed to receive the interest or performed in accordance with the terms of the extension principal, as applicable, payable to such holder any payment date, redemption date or renewal, whether at stated maturity, by acceleration or otherwisematurity date. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary The Guarantor hereby irrevocably agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity legality or enforceability of of, or any change in or amendment to, this Agreement, the Notes Pledge Agreement or this Indentureany Bond, the absence of any action to enforce the same, any the waiver or consent by the holder of any Holder of Bond or by the Notes Collateral Agent with respect to any provisions hereof of this Agreement or thereofthe Pledge Agreement, the recovery of any judgment against the Issuer, or any action to enforce the same or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary The Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims protest or notice with a court in respect to each Bond or the event of insolvency or bankruptcy of the Issuerinterest represented thereby, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever whatsoever, and covenant covenants that this Note Guarantee shall the guarantee will not be discharged except by upon complete performance irrevocable payment of the principal and interest obligations contained in represented by the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, Bonds. (c) The Guarantor shall be reinstated in full force subrogated to and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right is hereby assigned all rights of subrogation in relation to the Holders holder of the Bonds against Issuer and the proceeds of the Qualified Collateral, all in respect of any obligations guaranteed hereby until payment amounts paid by the Guarantor pursuant to the provisions of the guarantee contained in full of all obligations guaranteed herebythis Article IX. Each Subsidiary holder shall execute and deliver to the Guarantor further agrees thatin each holder’s name such instruments and documents as the Guarantor may reasonably request in writing confirming or evidencing such subrogation and assignment. (d) No reference herein shall alter or impair the guarantee, as between which is absolute and unconditional, of the Subsidiary Guarantorsdue and punctual payment of principal of, and interest on, the Bonds, on the one handdates such payments are due. (e) The guarantee is not an obligation of, and is not a guarantee as to principal or interest by the Holders and Farm Credit Administration, the Trustee, on the United States or any other hand, (x) the maturity agency or instrumentality of the obligations guaranteed hereby may United States (other than the Guarantor). (f) The guarantee shall be accelerated as provided governed by, and construed in Article Six hereof for accordance with, Federal law. To the purposes of this Subsidiary Guaranteeextent Federal law incorporates state law, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect that state law shall be the laws of the obligations guaranteed hereby, State of New York applicable to contracts made and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guaranteeperformed therein.

Guarantee. Subject to this Article Ten10, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of and interest 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 and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six hereof for the purposes of this 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 Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee.

Guarantee. Subject to this Article TenEach Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to Ex-Im Bank the due and punctual payment of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when duepremium, whether at maturity, by acceleration, redemption or otherwiseif any, and interest on the overdue principal of Obligations and interest on the Notes, if any, if lawful, any and all other obligations of the Issuer amounts due under or pursuant to the Holders Loan Documents, when and as the same shall become due and payable (whether at stated maturity or the Trustee hereunder by optional or thereunder will be promptly paid in full mandatory prepayment or performedby declaration, all in accordance with the terms hereof and thereof; and (bredemption or otherwise) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewalLoan Documents. Guarantors’ guarantee under this Section 13 is an absolute, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly present and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a continuing guarantee of payment and not of collectibility, and is in no way conditional or contingent upon any attempt to collect from Borrower, any Guarantors or any other guarantor of the Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to Ex-Im Bank, Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by Ex-Im Bank in writing, to Ex-Im Bank. Guarantors further agree, promptly after demand, to pay to Ex-Im Bank the costs and expenses incurred by Ex-Im Bank in connection with enforcing its rights against Borrower and any or all Guarantors (whether in a guarantee bankruptcy proceeding or otherwise) following any default in payment of collectionany of the Obligations or the obligations of Guarantors hereunder, including, without limitation, the fees and expenses of counsel to Ex-Im Bank. The Subsidiary obligations of Guarantors hereby agree that their obligations hereunder are and shall be absolute and unconditional, irrespective of the validity, regularity or enforceability of this Agreement, any of the Notes Obligations or this Indentureany of the Loan Documents, shall not be subject to any counterclaim, set-off, deduction or defense based upon any claim any Guarantors may have against Borrower, any other Guarantor or Ex-Im Bank, hereunder or otherwise, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, to the absence fullest extent permitted by law, any circumstance or condition whatsoever (whether or not any of Guarantors shall have any knowledge or notice thereof), including, without limitation (a) any amendment, waiver, consent or modification to any Loan Document (including any extension of the maturity thereof), (b) any failure or delay by Ex-Im Bank in exercising or enforcing any right, power or remedy or any release of any action security or any other guarantor by Ex-Im Bank or any failure to enforce the samegive notice to any Guarantor, (c) any waiver or consent by any Holder of the Notes Insolvency Proceeding with respect to Borrower or any provisions hereof or thereofGuarantor, the recovery of (d) any judgment against the Issueraction by Borrower, including any failure to comply with any obligations Borrower may have to Guarantors under any agreement, any action failure to enforce inform Guarantors in connection with the same Obligations or any other failure or delay of any performance of Borrower hereunder or otherwise, (e) any other circumstance (other than payment in full) which might otherwise constitute a legal or equitable discharge or defense of a guarantorguarantor or which might in any manner or to any extent vary the risk of such Guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, diligencenotice of any matters heretofore referred to in this Section 13, any statutory notices including presentment, demand of paymentpayment from Borrower or any other Guarantor, filing notice of claims with a court in the event acceptance, notice of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuerdefault, protest, notice nonpayment or dishonor, any requirement of diligence on the part of Ex-Im Bank in pursuing its remedies and all demands whatsoever and covenant any requirement that Ex-Im Bank resort to its remedies in any particular order or proceed against Borrower or any other Guarantor or any Collateral before proceeding against such Guarantor. The obligations of Guarantors under this Note Guarantee Section 13 shall not be discharged except by complete performance until final payment in full of the obligations contained in the Notes Obligations and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated continue in full force and effect. Each Subsidiary effect or be automatically reinstated, as the case may be, if any payment made by Borrower or any 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 Obligations is rescinded or must otherwise be restored or returned by the recipient upon any Insolvency Proceeding of Borrower or any Guarantor. Until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees thatthe Obligations, as between the Subsidiary GuarantorsGuarantors hereby waive any right of subrogation, on the one handindemnity, reimbursement or contribution and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided any right to enforce any remedy or proceed against any Collateral in Article Six hereof for the purposes of this 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 Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guaranteeconnection therewith.

Guarantee. (a) Subject to this Article Ten2, each of the Subsidiary Guarantors Parent Guarantor hereby, jointly and severallyseverally with the Guarantors, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this the Indenture, the Notes or the obligations of the Issuer hereunder or Company thereunder, that: : (a1) the principal of of, premium, if any, and interest 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 and interest on the Notes, if any, if lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall Parent Guarantor will be obligated, jointly and severally obligated with the Guarantors, to pay the same immediately. Each Subsidiary The Parent Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. Any and all payments hereunder by the Parent Guarantor to or for the account of any Holder shall be made free and clear of, and without deduction or withholding for or on account of, any tax, except to the extent such deduction or withholding is required by law. If any tax is required by law to be deducted or withheld by the Parent Guarantor from any such payments made by the Parent Guarantor, the Parent Guarantor will make such deductions or withholding and pay to the relevant taxing authority the full amount deducted or withheld before penalties attach thereto or interest accrues thereon and no additional amounts shall be payable by the Parent Guarantor to the Holders to compensate for such deduction or withholding. The Subsidiary deduction or withholding of any tax in accordance with this paragraph by the Parent Guarantor from any payments hereunder by the Parent Guarantor to or for the account of any Holder shall not release or otherwise relieve the Guarantors of their joint and several obligation to pay to the Holders the amount of any such tax deduction or withholding, or the right of any Holder to receive from the Guarantors the full amounts due under the Indenture or the Notes. (b) The Parent Guarantor hereby agree agrees that their its obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver waiver, modification or consent indulgence granted to the Company by any Holder of the Notes with respect to any provisions hereof or thereof, ; the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Parent Guarantor, increase the principal amount of the Notes, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the stated maturity thereof. Each Subsidiary Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Parent Guarantor hereunder which shall remain absolute and unconditional as described above: (1) any time, waiver or consent granted to, or composition with, the Company; (2) the release of the Company or any other Person under the terms of any composition or arrangement with any creditor; (3) the taking, variation, compromise, exchange renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over the assets of, the Company or other Person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security; (4) the incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status or change of control or ownership of the Company or any other Person; (5) any amendment (however fundamental) or replacement in respect of any of the Notes, the Indenture or any other document or security; (6) any discharge, release or varying of the liability of any other Guarantor under the Notes, the Indenture or any other document or security; (7) any unenforceability, illegality or invalidity of any obligation of any Person or any other Guarantor under the Notes, the Indenture, this Supplemental Indenture or any other document or security; or (8) any insolvency or similar proceedings. The Parent Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenant agrees that this Note Guarantee shall guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this the Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Subsidiary Parent Guarantor, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company, the Parent Guarantor or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guaranteeguarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (d) Until all amounts which may be or become payable by the Company, the Guarantors or the Parent Guarantor under or in connection with the Indenture or this Supplemental Indenture have been irrevocably paid in full, the Parent Guarantor will not exercise any rights which it may have by reason of performance by it of its obligations under this Supplemental Indenture to claim any contribution from any Guarantor of any of the Company's obligations under the Indenture. Each Subsidiary If the Parent Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Holders under the Indenture or this Supplemental Indenture by the Guarantors or the Parent Guarantor to be repaid in full in trust for the Holders and shall promptly pay or transfer the same to the relevant Holders for application in accordance with the Indenture. (e) The Parent Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary The Parent Guarantor further agrees that, as between it and the Subsidiary 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 Six hereof 6 of the Indenture for the purposes of this Subsidiary Guaranteeguarantee, 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 Six hereof6 of the Indenture, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors Parent Guarantor for the purpose of this guarantee. The Parent Guarantor will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the applicable Subsidiary Guarantee.

Guarantee. Subject to this Article Ten, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) CBaySystems Holdings Limited, a British Virgin Islands company and the direct parent of Debtor (“Guarantor”), hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, to Lender, the performance by Debtor of all of Debtor’s obligations under this Note, including, but not limited to, the full and punctual payment of any and all present and future amounts under this Note, whether absolute or contingent, whether at the Repayment Date or by acceleration, optional prepayment, mandatory repayment or otherwise, of the principal of and interest on this Note (collectively, 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 and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and “Guarantor Obligations”). (b) in case Guarantor waives presentation to, demand of payment from and protest to Debtor of any extension of time the Guarantor Obligations and also waives notice of payment or renewal protest for nonpayment. Guarantor waives (to the extent permitted by law) notice of any Notes default under this Note or any the Guarantor Obligations. Guarantor further agrees that its guarantee herein (the “Guarantee”) constitutes a continuing guarantee of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment (and not a guarantee of collection. The Subsidiary Guarantors hereby agree ) and waives any right to require that their any resort be had by Lender to any security held for payment of the Guarantor Obligations. (c) Except as set forth in Section 8(h) of this Note, the obligations of Guarantor hereunder shall not be unconditionalsubject to any reduction, irrespective limitation, impairment or termination for any reason (other than payment of the validityGuarantor Obligations in full), regularity including any claim of waiver, release, surrender, alteration or enforceability compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the Notes invalidity, irregularity, illegality or unenforceability of this IndentureNote or the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the absence Guarantor Obligations shall not be discharged or impaired or otherwise affected by (i) the failure of Lender to assert any claim or demand or to enforce any right or remedy against Debtor or any other Person under this Note or any other agreement executed or delivered in connection with this Note; (ii) any extension or renewal of this Note or any other agreement executed or delivered in connection with this Note; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Note or any other agreement executed or delivered in connection with this Note; (iv) any change in the ownership of Debtor or Guarantor; (v) any default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations, (vi) the power, authority or capacity of Debtor, (vii) the recovery of any judgment against Debtor or any action to enforce the same, or (viii) any waiver other act or consent by thing or omission or delay to do any Holder other act or thing which may or might in any manner or to any extent vary the risk of Guarantor or would otherwise operate as a discharge of Guarantor as a matter of law or equity. (d) Until the payment of the Notes with respect to any provisions hereof or thereofGuarantor Obligations in full, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to exercise any right of subrogation in relation to the Holders payments made by Guarantor pursuant to this Guarantee. If Lender in respect its sole discretion elects to give notice of any obligations guaranteed hereby action in relation to the Collateral to the Guarantor, 5 business days’ prior written notice to Guarantor shall be reasonable notice of any matters contained in such notice. (e) Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or Guarantor is released from its Guarantee in compliance with Section 8(h) of this Note. Guarantor further agrees that its obligations guaranteed herebyhereunder shall not be delayed or restrained upon the commencement of any voluntary or involuntary bankruptcy or insolvency proceedings in relation to Debtor or any of its property whether or not any collection, enforcement or other action against Debtor or any of its property is stayed or enjoined. Each Subsidiary If at any time any payment of any portion of the Guarantor Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of Debtor or otherwise, Guarantor’s obligations hereunder in relation to such payment shall be reinstated at such time as though such payment had not been made. (f) In furtherance of the foregoing and not in limitation of any other right which Lender has at law or in equity against Guarantor by virtue hereof, upon the failure of Debtor to pay any of the Guarantor Obligations when and as the same shall become due, whether at the Repayment Date or by acceleration, optional prepayment, mandatory repayment or otherwise, Guarantor hereby promises to and will, upon receipt of written demand by Lender, forthwith pay, or cause to be paid, in cash, to Lender an amount equal to the sum of (i) the unpaid amount of such Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to Debtor or Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). (g) Guarantor further agrees that, as between the Subsidiary GuarantorsGuarantor, on the one hand, and the Holders and the TrusteeLender, on the other hand, (x) the maturity of the obligations Guarantor Obligations guaranteed hereby may be accelerated as (and to the extent) provided in Article Six hereof this Note for the purposes of this Subsidiary Guaranteethe Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guarantor Obligations guaranteed hereby, hereby and (y) in the event of any such declaration of acceleration of such obligations as provided in Article Six hereofGuarantor Obligations, such obligations Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors Guarantor for the purpose purposes of this Subsidiary Guarantee. (h) Guarantor shall automatically be released from all of its obligations under this Note upon payment in full of all principal and accrued and unpaid interest due under this Note in accordance with its terms. (i) Guarantor shall pay all costs, fees and expenses (including reasonable attorneys’ fees and expenses) incurred by ▇▇▇▇▇▇ in collecting or enforcing Guarantor’s obligations hereunder. (j) Guarantor’s liability hereunder is independent of any other guarantees or other obligations at any time in effect in relation to the Guarantor Obligations or the Stock Purchase Agreement, and such liability hereunder may be enforced regardless of the existence, validity, enforcement or non enforcement of any such other guarantees or obligations. Lender shall have no obligation to disclose or discuss with Guarantor its assessment of the financial condition of Debtor. (k) No failure on the part of Lender to exercise, and no delay in exercising, any right, remedy or power under the Guarantee shall operate as a waiver thereof.

Guarantee. Subject to this Article Ten, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees on a senior unsecured basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Issuers hereunder or thereunder, that: (a) the principal of and interest on the Notes will shall be promptly paid in full when due, whether at 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 Issuer Issuers to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Subject to Section 6.06 hereof, each Guarantor hereby waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the IssuerIssuers, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerIssuers, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee.

Guarantee. (a) Subject to this Article TenSection 7.1(c) hereof, each of the Subsidiary Guarantors hereby, jointly Pledgor hereby irrevocably and severally, unconditionally guarantees to each Holder the Pledgee, for the benefit of a Note authenticated and delivered the Lenders, the timely performance by the Trustee Company of all of its obligations under the Loan Documents and to the Trustee other Principal Documents as and its successors when required thereunder and assignsthe payment by the Company when due of any and all sums owed under the Loan Documents and the other Principal Documents (the "Guaranteed Obligations"). (b) No compromise, irrespective alteration, amendment, modification, extension, renewal, release or other change of, or waiver, consent or other action in respect of any liability or obligation under or in respect of, or of any of the validity and enforceability terms, covenants or conditions of this Indenturethe Investment Agreement or any other Principal Document, the Notes or any Security, shall in any way alter or affect the obligations of the Issuer Pledgor hereunder or thereunder, that: (aother than a written waiver of any obligation hereunder executed by the Pledgee at the direction of the Lenders). (c) the principal of and interest 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 and interest on the Notes, if any, if lawful, and all other The obligations of the Issuer Pledgor under this Section 1.1 are absolute and unconditional, subject to the Holders or the Trustee hereunder or thereunder will be promptly paid limitations set forth in full or performed, all in accordance with the terms hereof and thereof; and Section 7.1(c) hereof. (bd) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors Pledgor hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby irrevocably waives, to the extent permitted by it may do so under applicable law, diligenceany defense based on the adequacy of a remedy at law which may be asserted as a bar to the remedy of specific performance in any action brought against it. (e) The Pledgor irrevocably waives, presentmentto the extent it may do so under applicable law, demand any protection to which it may be entitled under bankruptcy, liquidation, winding up, insolvency or similar laws of payment, filing of claims with a court any jurisdiction in the event of insolvency a Company Bankruptcy. In the event a trustee in bankruptcy or bankruptcy debtor-in- possession takes any action (including without limitation the institution of any action, suit or other proceeding) in a Company Bankruptcy for the purpose of enforcing the obligations of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that Pledgor under this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerAgreement, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary GuaranteePledgor hereby agrees, to the extent theretofore dischargedit may do so under applicable law, that it will not assert any defense, claim or counterclaim denying liability hereunder on the basis that this Agreement is an executory contract that cannot be assumed, assigned or enforced. If a Company Bankruptcy shall occur, the Pledgor, to the extent it may do so under applicable law, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that reconfirm its prepetition waiver of any protection to which it shall not may be entitled under such laws and, to any right give effect to such waiver, the Pledgor consents to the assumption and enforcement of each provision of this Agreement by the debtor-in-possession or the Company's trustee in bankruptcy, as the case may be. (f) The Pledgor hereby irrevocably waives all rights of subrogation which may have arisen or may hereafter arise in relation connection with this Section 1.1 to the Holders claims of the Trustee or the Lenders against the Company and all contractual, statutory or common law rights of reimbursement, contribution or indemnity or other similar such right from the Company which may otherwise have arisen in connection with this Section 1.1. (g) The Pledgor hereby assigns, transfers, hypothecates and pledges to the Pledgee, for the benefit of the Lenders, as security for its timely and punctual payment and performance of the Guaranteed Obligations and payment and performance when due of any and all sums owed by and all obligations of the Pledgor hereunder (collectively, the "Obligations") and grants a first lien on, and prior perfected security interest in, all of the Pledgor's right, title and interest in, to and under the following, whether now owned or hereafter acquired (collectively, the "Pledged Collateral"): (i) the Pledged Shares and the certificates representing such Pledged Shares, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any obligations guaranteed hereby until payment or all of such Pledged Shares; (ii) all additional Shares of and other securities of the Company from time to time acquired by the Pledgor in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one handany manner, and the Holders certificates representing such additional Shares and the Trusteeother securities, on the and all dividends, cash, instruments, and other handproperty from time to time received, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction receivable or other prohibition preventing such acceleration otherwise distributed in respect of or in exchange for any or all of such Shares; and (iii) all the obligations guaranteed herebyPledgor's right, title and interest to, in and under the Project Agreement, including without limitation (A) all rights of the Pledgor to receive moneys due from time to time thereunder or pursuant thereto and (B) all claims of the Pledgor for damages for breach thereof or default thereunder. (h) This Agreement and the grant of the security interest made hereby are for collateral purposes only, and (y) in neither the event Pledgee nor the Lenders shall by virtue of this Agreement or by their exercise of any declaration rights hereunder be deemed to have any liability for any contractual obligations of acceleration the Pledgor or of such obligations as provided in Article Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary GuaranteeCompany.

Guarantee. Subject to the provisions of this Article TenEleven, each of the Subsidiary Guarantors hereby, jointly Guarantor unconditionally and severally, unconditionally irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (ai) the principal of of, premium, if any, and interest on the Notes will be promptly duly and punctually paid in full when due, whether at maturity, by acceleration, by redemption or otherwise, and interest on the overdue principal of principal, and interest on the Notespremium, if any, and (to the extent permitted by law) interest on any interest, if lawfulany, on the Notes and all other obligations of the Issuer Obligor to the Holders or the Trustee hereunder or thereunder under the Notes (including fees and expenses) will be promptly paid in full or performedfull, all in accordance with the terms hereof and thereofhereof; and (bii) in case of any extension of time of payment or renewal of any of the Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any performance so guaranteed other obligation of the Obligor to the Holders, for whatever reason, the Subsidiary Guarantors shall Guarantor will be jointly and severally obligated to pay pay, or to perform or to cause the performance of, the same immediately. Each Subsidiary Guarantor agrees that An Event of Default under this is a guarantee Indenture or the Notes shall constitute an event of payment default under this Guarantee, and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of entitle the validity, regularity or enforceability Holders of the Notes or this Indenture, to accelerate the absence of any action to enforce the same, any waiver or consent by any Holder obligations of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce Guarantor under this Guarantee in the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, manner and to the same extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in as the event of insolvency or bankruptcy obligations of the Issuer, Obligor. (a) any right to require the Trustee, the Holders or the Obligor (each, a proceeding first "Benefitted Party") to proceed against the IssuerObligor or any other Person or to proceed against or exhaust any security held by a Benefitted Party at any time or to pursue any other remedy in any secured party's power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, protestlack of authority, death or disability of any other Person or Persons or the failure of a Benefitted Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional Indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Obligor, any Benefitted Party, any creditor of the Guarantor, the Obligor or on the part of any other Person whomsoever in connection with any obligations the performance of which are guaranteed under this Guarantee; (d) any defense based upon an election of remedies by a Benefitted Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefitted Party's election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and all demands whatsoever and covenant (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that this Note Guarantee shall will not be discharged except by complete performance payment in full of the obligations contained in all principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture. This is a Guarantee of payment and not of collectibility. If any Holder or the Trustee is required by any court or otherwise to return to either the IssuerObligor or the Guarantor, the Subsidiary Guarantors or any custodian, trustee, liquidator trustee or other similar official acting in relation to either the Issuer Obligor or the Subsidiary GuarantorsGuarantor, any amount paid by either the Obligor or the Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary The Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby under this Guarantee until payment in full of all obligations guaranteed hereby. Each Subsidiary The Guarantor further agrees that, as between the Subsidiary Guarantorsit, on the one hand, and the Holders of the Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby under this Guarantee may be accelerated as provided in Article Six Five hereof for the purposes of this Subsidiary Guaranteehereof, 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 Six Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors such Guarantor for the purpose of this Subsidiary Guarantee.

Guarantee. (a) Subject to this Article TenX, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: : (a1) the principal of of, premium, if any, and interest on 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 and interest on the Notes, if any, if lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary 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 Six VI hereof for the purposes of this Subsidiary 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 Six VI hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Guarantee. Subject to this Article Ten10, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of performance and interest on the Notes will be promptly paid in full and punctual payment when due, whether at maturity, by acceleration, redemption acceleration or otherwise, of all obligations of the Issuer under this Indenture and interest on the overdue Notes, whether for payment of principal of and or interest on the Notes, if anyexpenses, if lawfulindemnification or otherwise, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with on the terms hereof and thereofset forth in this Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor also agrees that it shall not be entitled to pay any right of subrogation 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 relation to the Holders in respect of enforcing any obligations guaranteed hereby until payment in full of all obligations guaranteed herebyrights under this Section 10.01. Each Subsidiary Guarantor further agrees that, as between the 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 Six 6 hereof for the purposes of this 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 Six 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Guarantee. Any Subsidiary GuaranteeGuarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s pro rata portion of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment determined in accordance with GAAP. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a voidable preference, fraudulent transfer or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Subsidiary Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject In order to this Article Teninduce the Lenders to extend credit to the Borrowing Subsidiaries hereunder, each and without limiting the provisions of Section 9.01, the Guarantor hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, the Obligations of the Subsidiary Guarantors herebyBorrowing Subsidiaries. The Guarantor also agrees that the Obligations of the Borrowing Subsidiaries may be extended or renewed, jointly in whole or in part, without notice to or further assent from it, and severallythat it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any such Obligation. The Guarantor waives presentment to, unconditionally guarantees demand of payment from and protest to each Holder any Borrower of a Note authenticated any of the Obligations of the Borrowing Subsidiaries, and delivered also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantor hereunder shall not be affected by the Trustee and failure of any Lender or the Agents to assert any claim or demand or to enforce any right or remedy under the Trustee and its successors and assigns, irrespective provisions of this Agreement or any of the validity and enforceability other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this IndentureAgreement, any of the Notes other Loan Documents or any other agreement. The Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrowing Subsidiary or any other person. The obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations of the Borrowing Subsidiaries, any impossibility in the performance of such Obligations or otherwise and regardless of any law, regulation or order of any jurisdiction, or any other event, affecting any term of any such Obligation or any Lender's rights with respect thereto. Without limiting the generality of the foregoing, the obligations of the Issuer Guarantor hereunder shall not be discharged or thereunderimpaired or otherwise affected by the failure of the Agents or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or under any other Loan Document or any other agreement, that: (a) by any waiver or modification in respect of any thereof, by any default, failure or delay, wilful or otherwise, except as specifically provided therein, in the performance of the Obligations of the Borrowing Subsidiaries, by any release of any other guarantor, or by any other act or omission which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity. The Guarantor further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of and or interest on any Obligation of the Notes will Borrowing Subsidiaries is rescinded or must otherwise be promptly paid restored by the Agents or any Lender upon the bankruptcy or reorganization of any Borrower or otherwise. In furtherance of the foregoing and not in full limitation of any other right which the Agents or any Lender may have at law or in equity against the Guarantor by virtue hereof, upon the failure of any Borrowing Subsidiary to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, redemption after notice of prepayment or otherwise, the Guarantor hereby promises to and interest on will, upon receipt of written demand by the overdue principal Agents, forthwith pay, or cause to be paid, in cash the amount of and interest on such unpaid Obligation. Upon payment by the NotesGuarantor of any sums as provided above, if any, if lawful, and all other obligations rights of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case Guarantor against any Borrowing Subsidiary arising as a result thereof by way of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation or otherwise shall in relation all respects be subordinated and junior in right of payment to the Holders in respect of any obligations guaranteed hereby until prior indefeasible payment in full of all obligations guaranteed hereby. Each Subsidiary the Obligations, the Guarantor further agrees that, as between the 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 Six hereof for the purposes of this Subsidiary Guarantee, notwithstanding agreeing that it will not assert any stay, injunction or other prohibition preventing such acceleration claim in respect of such rights until all the obligations guaranteed hereby, and (y) Obligations shall have been indefeasibly paid in the event of any declaration of acceleration of such obligations as provided in Article Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guaranteefull.

Guarantee. Subject to this Article Ten10, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of of, interest and interest premium on the Notes will shall be promptly paid in full when due, whether at 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 Issuer to the Holders Holders, the Trustee or the Trustee Collateral Agent hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay or perform the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, this Indenture or this Indenturethe obligations of the Issuer hereunder or 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 or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six hereof 6 for the purposes of this 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 Six hereof6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Guarantee. The Subsidiary GuaranteeGuarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantee issued by any Subsidiary Guarantor shall be a general senior obligation of such Subsidiary Guarantor and shall be pari passu in right of payment with all existing and future senior Indebtedness of such Subsidiary Guarantor, if any. Each payment to be made by a Subsidiary Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to this Article Ten11, each of the Subsidiary Guarantors hereby, jointly and severally, 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 this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of principal, premium, if any, and interest on on, the Notes will shall be promptly paid in full when due, whether at 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 Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, any of the Subsidiary Guarantors Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any of the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six 6 hereof for the purposes of this 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 Six 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantees shall rank equally in right of payment with all existing and future Senior Indebtedness of the Guarantor. The Guarantees shall be senior in right of payment to all existing and future Subordinated Indebtedness of each Guarantor. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to this Article Ten, each of the Subsidiary Guarantors hereby, jointly and severallyInvestor hereby absolutely, unconditionally and irrevocably guarantees to each Holder the Company the full and timely compliance with and performance of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of Parent and Purchaser (or any subsidiary of Parent that is a permitted assignee of Purchaser pursuant to Section 9.2 of the Issuer hereunder Merger Agreement) under the Merger Agreement, including the due, punctual and complete payment of the Termination Fee in accordance with Section 9.11 of the Merger Agreement (the “Guaranteed Obligations”), to the extent that any of the same shall become due and payable or thereunderperformance of or compliance with any of the same shall be required (the “Guaranty”). The Guaranty is an irrevocable, that: absolute, continuing guaranty of payment, and not a guaranty of collection. Investor’s obligations under the Guaranty shall not be subject to any reduction, limitation, impairment or termination for any reason (other than by indefeasible payment or performance in full of the Guaranteed Obligations) and shall not be subject to any (a) the principal of and interest on the Notes will be promptly paid in full when duedefense, whether at maturitycounterclaim, by acceleration, redemption set-off or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes deduction Investor has with respect to any provisions hereof Parent and Purchaser and shall remain in full force and effect without regard to, and shall not be released, impaired or thereof, the recovery of any judgment against the Issuerdischarged by, any action to enforce the same circumstance or condition (whether or not Investor shall have any other circumstance which knowledge or notice thereof) whatsoever that might otherwise constitute a legal or equitable discharge or defense in any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to Parent or Purchaser, or their respective properties or their creditors or any action taken by any trustee or receiver or by any court in any such proceeding or (b) other circumstance whatsoever that constitutes or might be construed to constitute an equitable or legal discharge of Investor as a guarantor. Each Subsidiary Guarantor hereby waives, guarantor hereunder relating to the extent permitted actions or conditions of Parent and its Subsidiaries. Investor unconditionally waives: (i) all notices and demands which may be required by applicable lawlaw or otherwise to preserve any rights against Investor under the Guaranty, diligence, including notice of the acceptance of this Agreement or the Guaranty; and (ii) presentment, demand demand, notice of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuerdishonor, protest, notice of nonpayment and all demands whatsoever other notices and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six hereof for the purposes of this 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 Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guaranteedemands.

Guarantee. (a) Subject to this Article Ten2, each of the New Subsidiary Guarantors hereby, jointly and severally, Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Guarantee Supplemental Indenture, the Indenture, the Notes or the obligations of the Issuer Issuers hereunder or thereunder, that: (a) the principal of and interest 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 and interest on the Notes, if any, if lawful, and all other obligations of the Issuer Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the New Subsidiary Guarantors shall Guarantor will be jointly and severally obligated to pay the same immediately. Each The New Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The New Subsidiary Guarantors Guarantor hereby agree that their its obligations hereunder shall will be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, the Indenture or this Guarantee Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerIssuers, 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 Subsidiary Guarantor. Each The New Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the IssuerIssuers, protest, notice and all demands whatsoever and covenant covenants that this the Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes Notes, the Indenture and this Guarantee Supplemental Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the IssuerIssuers, the New Subsidiary Guarantors Guarantor or any custodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Issuer Issuers or the New Subsidiary GuarantorsGuarantor, any amount paid by either to the Trustee or such Holder, this Subsidiary the Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. Each . (d) The The New Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each The New Subsidiary Guarantor further agrees that, as between the New Subsidiary GuarantorsGuarantor, 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 Six hereof 5 of the Indenture for the purposes of this Subsidiary the 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 Six hereof5 of the Indenture, such obligations (whether or not due and payable) shall will forthwith become due and payable by the New Subsidiary Guarantors Guarantor for the purpose of this the Note Guarantee. The New Subsidiary Guarantor will have the right to seek contribution from any non-paying Guarantor, if any, so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Guarantee. (a) Subject to this Article Ten11, each of the Subsidiary Guarantors Guarantors, if any, hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: : (a1) the principal of of, premium and interest 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 and interest on the Notes, if any, if lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and performance and not a guarantee of collection. . (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenant that this Note Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary 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 Six 6 hereof for the purposes of this Subsidiary 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 Six 6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

Guarantee. Subject a. As a material inducement to this Article Tenthe Company’s willingness to enter into the Merger Agreement and perform its obligations thereunder, each of the Subsidiary Guarantors Guarantor, intending to be legally bound as primary obligor and not merely as surety, hereby, jointly absolutely, irrevocably and severally, unconditionally guarantees to the Company the due and punctual payment of any and all liabilities and obligations of Parent and Merger Sub under or pursuant to the Merger Agreement, including, without limitation, the Merger Sub’s obligations to pay (i) at the Offer Closing, the Offer Price for each Holder Share validly tendered pursuant to the Offer, (ii) at the Effective Time, the Merger Consideration, any other payment pursuant to Articles I, II and III of the Merger Agreement and any and all other amounts payable pursuant to any other Section thereof, and (iii) any and all damages, losses, costs and expenses arising out of or related to any breach of the Merger Agreement by Parent or Merger Sub (collectively, together with the non-payment obligations of Parent or Merger Sub pursuant to the Merger Agreement, the “Guaranteed Obligations”), in each case regardless of any automatic stay under bankruptcy law or similar concept that prevents the Company from pursuing any remedies against Parent or Merger Sub. Notwithstanding the foregoing sentence, the Guarantor also agrees to cause Parent and Merger Sub to perform all of their respective non-payment obligations pursuant to the Merger Agreement. If the Parent or Merger Sub fails to discharge its Guaranteed Obligations when due in accordance with the applicable terms of the Merger Agreement, then the Company may at any time and from time to time, in its sole discretion, and so long as Parent or Merger Sub has failed to discharge the Guaranteed Obligations, take any and all actions available hereunder or under applicable law to collect any of the Guarantor’s liabilities hereunder in respect of the Guaranteed Obligations. The Guarantor shall pay, or cause to be paid, the Company not later than the third day following receipt of a Note authenticated and delivered written notice by the Trustee Company of the failure of the Parent or Merger Sub to pay any or all of the Guaranteed Obligations in accordance with the Merger Agreement, the full amount then due and payable by Parent or Merger Sub under the Merger Agreement in cash by wire transfer to the Trustee account set forth in such notice. b. Subject always to the last sentence of Section 3 below, this Guarantee is an absolute, unconditional, irrevocable and continuing guarantee of payment and performance and not of collection and shall (i) remain in full force and effect for so long as there are any Guaranteed Obligations outstanding pursuant to the Merger Agreement, (ii) be binding upon Guarantor, its successors and assigns, irrespective and (iii) inure to the benefit of the validity and enforceability of this Indenturebe enforceable by, the Notes Company and its successors and permitted assigns. All obligations to which this Guarantee applies or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of and interest 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 and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. Any and thereof; and (b) all payments made pursuant to this Guarantee shall be made in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid immediately available funds in full when due or performed in accordance with the terms lawful money of the extension or renewalUnited States of America. c. Guarantor waives promptness, whether at stated maturitydiligence, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective notice of the validity, regularity or enforceability acceptance of this Guarantee and of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, diligenceobligations hereunder, presentment, demand of for payment, filing notice of claims with a court non-performance, notice of default, notice of dishonor and protest, notice of any obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in the event of insolvency or bankruptcy of the Issuereffect, any right to require the marshaling of assets of Merger Sub, Parent or any other Person interested in the transactions contemplated by the Merger Agreement, and all surety-ship defenses generally (other than defenses that are available to Merger Sub or Parent under or in connection with the Merger Agreement (other than a proceeding Merger Sub or Parent bankruptcy)); provided, however, that nothing contained herein shall constitute a waiver of any notice required to be given to Parent or Merger Sub under the Merger Agreement. d. Guarantor agrees that its obligations hereunder (i) shall be enforceable against Guarantor without any party having to proceed first against the IssuerMerger Sub, protestParent, notice or any other Person and all demands whatsoever and covenant that this Note Guarantee (ii) shall not be discharged except released or discharged, in whole or in part, or otherwise affected by complete performance the failure or delay on the part of any other party hereto to assert any claim or demand or to enforce any right or remedy against Merger Sub or Parent. e. Without expanding the obligations of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerGuarantor hereunder, the Subsidiary Guarantors Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or any custodian, trustee, liquidator or other similar official acting incurred in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, reliance upon this Subsidiary Guarantee, to the extent theretofore dischargedand all dealings between Parent, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary GuarantorsMerger Sub or Guarantor, on the one hand, and the Holders and the TrusteeCompany, on the other handother, (x) shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. f. Guarantor acknowledges that it will receive substantial direct and indirect benefits from the maturity of transactions contemplated by the obligations guaranteed hereby may be accelerated as provided Merger Agreement and that the waivers set forth in Article Six hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration Guarantee are knowingly made in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration contemplation of such obligations as provided in Article Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guaranteebenefits.

Guarantee. Subject (a) As a material inducement to the Rights Agent entering into this Article Ten, each of Agreement and consummating the Subsidiary Guarantors transactions contemplated hereby, jointly Guarantor hereby irrevocably and severally, unconditionally guarantees to the Rights Agent the full and timely performance and satisfaction of Parent’s obligations as set forth in this Agreement, in each Holder case as and when due. If, for any reason whatsoever, Parent shall fail or be unable to make full and timely payment as set forth in this Agreement or perform any of a Note authenticated its obligations under this Agreement, such payment or obligations shall be due and delivered by payable for the Trustee purposes hereof and Guarantor will forthwith pay and cause to the Trustee and its successors and assigns, irrespective be paid in lawful currency of the validity and enforceability of this IndentureUnited States, the Notes or the obligations of the Issuer hereunder perform or thereunder, that: (a) the principal of and interest on the Notes will cause to be promptly paid in full when due, whether at 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 Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case Parent’s obligations hereunder. The foregoing obligation of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is constitutes a continuing guarantee of payment and performance (and not a guarantee merely of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder ), and is and shall be unconditionalabsolute and unconditional under any and all circumstances, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance including circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantorguarantor and including any amendment, extension, modification or waiver of any of Parent’s payment or other obligations hereunder, or any insolvency, bankruptcy, liquidation or dissolution of Parent or any assignment thereby. Each Subsidiary Without limiting the generality of the foregoing, Guarantor hereby waivesagrees that its obligations under this Section 6.12 are independent from those of Parent and its liability shall extend to all liabilities and obligations that constitute part of Parent’s payment and other obligations hereunder, to irrespective of whether any action is brought against Parent or whether Parent is joined in any such action or actions. To the fullest extent permitted by applicable lawLegal Requirements, diligenceGuarantor hereby expressly and irrevocably waives any and all rights and defenses arising by reason of any Legal Requirement that would otherwise require any election of remedies by the Rights Agent in connection with Guarantor’s guarantee hereunder (provided, presentment, demand that nothing set forth in this Agreement shall constitute a waiver of payment, filing any rights or defenses of claims with a court Parent or Guarantor under this Agreement). (b) None of Guarantor’s obligations hereunder shall be assigned by Guarantor in whole or in part without the event of insolvency or bankruptcy prior consent of the IssuerMajority Holders, any right to require whether evidenced in writing or taken at a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance meeting of the obligations contained in the Notes Holders, and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, assignment without such consent shall be reinstated in full force null and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six hereof for the purposes of this 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 Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guaranteevoid.

Guarantee. (a) Subject to this Article TenX, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: : (a1) the principal of of, premium, if any, and interest on 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 and interest on the Notes, if any, if lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Subject to Section 6.06, each Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary 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 Six hereof VI for the purposes of this Subsidiary 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 Six hereofVI, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Guarantee. (a) Subject to this Article Ten11, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: : (a1) the principal of of, premium, if any, and interest 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 and interest on the Notes, if any, if lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, ; the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenant that this Note Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary 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 Six 6 hereof for the purposes of this Subsidiary 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 Six 6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

Guarantee. (a) Subject to this Article TenX, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: : (a1) the principal of of, premium, if any, and interest on on, the Notes will shall be promptly paid in full when due, whether at 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 Issuer Company to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Subject to Section 6.06, each Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary 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 Six VI hereof for the purposes of this Subsidiary 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 Six VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Guarantee. Subject to this Article Ten, each Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally irrevocably 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 this Indenture, the Notes or the obligations of the Issuer Issuers hereunder or thereunder, that: (a) the principal of of, interest and interest premium, if any, on the Notes will shall be promptly paid in full when due, whether at 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 Issuer Issuers to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the IssuerIssuers, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerIssuers, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six hereof VI for the purposes of this 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 Six hereofVI, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuer or Co-Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s or Co-Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, if any. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. 2.1 The Guarantor absolutely, unconditionally and irrevocably guarantees to the Guaranteed Parties the due and punctual performance, satisfaction and observance by MSPEA of MSPEA’s obligations, commitments, undertakings and warranties under or pursuant to Sections 3.1, 4.1, 4.2 and 5 of the Interim Investors Agreement (the “Guaranteed Obligations”) to the extent of any limit on the liability of MSPEA in the Interim Investors Agreement. 2.2 Subject to the terms and conditions of this Article TenGuarantee, each if and whenever MSPEA defaults for any reason whatsoever in the payment of any of the Subsidiary Guarantors herebyGuaranteed Obligations, jointly and severallythe Guarantor shall forthwith upon written demand by any of the Guaranteed Parties unconditionally pay (or procure the payment of), unconditionally guarantees without any deduction, offset, defense, claim or counterclaim of any kind (except as expressly provided in this Guarantee), the Guaranteed Obligations in regard to each Holder of a Note authenticated and delivered which such default has been made in the manner prescribed by the Trustee Interim Investors Agreement and to so that the Trustee Guaranteed Parties shall receive the same benefits as though the Guaranteed Obligations had been duly and its successors and assigns, irrespective timely paid by MSPEA. In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Parties may, in their sole discretion, bring and prosecute a separate action or actions against the Guarantor for the Guaranteed Obligations, regardless of whether any action is brought against MSPEA, or whether MSPEA is joined in any action or actions. The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Parties in connection with the enforcement of its rights hereunder. 2.3 The Guarantor agrees that the Guaranteed Parties may, in their sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of performance of any of the Guaranteed Obligations, and may also make any agreement with MSPEA for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Parties and MSPEA without in any way impairing or affecting the Guarantor’s obligations under this Guarantee or affecting the validity and or enforceability of this IndentureGuarantee. The Guarantor agrees that its obligations hereunder shall not be released or discharged, the Notes in whole or the obligations of the Issuer hereunder in part, or thereunder, that: otherwise affected by (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption failure or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations delay of the Issuer Guaranteed Parties to assert any claim or demand or to enforce any right or remedy against MSPEA or any other person interested in the Holders transactions contemplated by the Interim Investors Agreement; (b) any change in the time, place or manner of payment of any of the Trustee hereunder Guaranteed Obligations or thereunder will be promptly paid any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms of the Interim Investors Agreement or any other agreement evidencing, securing or otherwise executed by MSPEA and the Guaranteed Parties in full or performedconnection with any of the Guaranteed Obligations, all in each case, in accordance with the terms hereof and term thereof; and (bc) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsthe addition, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the samesubstitution, 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 Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense release (subject to Sections 2.4 and 2.8 hereof) of a guarantor. Each Subsidiary the Guarantor hereby waives, or any person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Interim Investors Agreement; (d) any change in the corporate existence, structure or ownership of MSPEA or any other person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Interim Investors Agreement; (e) the existence of any claim, set-off, judgment or other right which the Guarantor may have at any time against MSPEA or the Guaranteed Parties or any of their respective Affiliates, whether in connection with the Guaranteed Obligations or otherwise (other than those defenses permitted pursuant to the last sentence of this Section 2.3); (f) the adequacy of any other means the Guaranteed Parties may have of obtaining payment related to the Guaranteed Obligations; (g) any insolvency, bankruptcy, reorganization or other similar proceeding affecting MSPEA or any other person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Interim Investors Agreement (other than the Guarantor); or (h) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than a discharge of the Guarantor with respect to the Guaranteed Obligations as a result of satisfaction in full of the Guaranteed Obligations in accordance with their terms or the terms hereof). To the fullest extent permitted by applicable law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Guaranteed Parties. The Guarantor waives promptness, diligence, notice of the acceptance of this Guarantee and of the Guaranteed Obligations, presentment, demand of for payment, filing notice of claims with a court in the event of insolvency or bankruptcy non-performance, default, dishonor and protest, notice of the Issuerincurrence of any Guaranteed Obligations and all other notices of any kind (except for notices to be provided to MSPEA pursuant to the Interim Investors Agreement or notices expressly provided pursuant to this Guarantee), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require a proceeding first against the Issuermarshalling of assets of MSPEA or any other person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Interim Investors Agreement, protest, notice and all demands whatsoever and covenant suretyship defenses generally (other than defenses to the payment or satisfaction of the Guaranteed Obligations (x) that are available to MSPEA under the Interim Investors Agreement or hereunder, or (y) in respect of a breach by the Guaranteed Parties of this Note Guarantee, including, without limitation, any event, condition or circumstance that might be construed to constitute an equitable or legal discharge of the Guarantor’s obligations hereunder). 2.4 For the avoidance of doubt, nothing in this Guarantee shall not be discharged except restrict, impair or modify the right of MSPEA to assert any claims or defenses under the Interim Investors Agreement or any other agreement evidencing, securing or otherwise executed by complete performance MSPEA and the Guaranteed Parties in connection with any of the obligations contained Guaranteed Obligations. 2.5 The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Interim Investors Agreement and that the waivers set forth in the Notes this Guarantee are knowingly made in contemplation of such benefits. The Guarantor hereby covenants and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not institute, and shall cause its Affiliates not to institute, any proceeding asserting that this Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to (a) the effects of insolvency, bankruptcy, fraudulent conveyance, reorganization, moratorium or other similar proceedings except as otherwise expressively provided herein and (b) general equitable principles (whether considered in a proceeding in equity or at law) except as otherwise expressively provided herein. 2.6 The Guarantor acknowledges that each Guaranteed Party entered into the Interim Investors Agreement in reliance on this Guarantee. 2.7 The Parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Guarantee were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Parties shall be entitled to an injunction, specific performance and other equitable relief against the Guarantor to prevent breaches of this Guarantee and to enforce specifically the terms and provisions hereof, in addition to any right of subrogation other remedy to which it is entitled at law or in relation equity, and shall not be required to the Holders provide any bond or other security in respect of connection with any obligations guaranteed hereby until payment in full of all obligations guaranteed herebysuch order or injunction. Each Subsidiary The Guarantor further agrees thatnot to oppose the granting of any such injunction, as between the Subsidiary Guarantors, specific performance and other equitable relief on the one hand, and the Holders and the Trustee, on the other hand, basis that (xi) the maturity Guaranteed Parties have adequate remedies at law or (ii) an award of an injunction, specific performance or other equitable relief is not an appropriate remedy for any reason at law or equity. 2.8 The Guaranteed Parties hereby agree that except as otherwise expressively provided herein, to the extent MSPEA is relieved of all or any portion of its obligations under Sections 3.1, 4.1, 4.2 and 5 of the Interim Investors Agreement, the Guarantor shall be similarly relieved of its corresponding obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of under this 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 Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee.

Guarantee. Subject to this Article TenNine, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this the Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: (a) the principal of of, premium, if any, and interest on the Notes will be promptly paid in full in cash when due, whether at 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 Issuer Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee Guarantee of payment and not a guarantee Guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenant that this Note the Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this the Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six hereof 6 of the Indenture for the purposes of this Subsidiary the 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 Six hereof6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary the Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Guarantee. (a) Subject to this Article Ten10, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: : (a1) the principal of of, premium, if any, and interest on 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 and interest on the Notes, if any, if lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary 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 Six 6 hereof for the purposes of this Subsidiary 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 Six 6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Guarantee. Subject to this Article TenX, each of the Subsidiary Guarantors hereby, jointly and severally, 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 this IndentureAgreement, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption redemption, repurchase or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors Each Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this IndentureAgreement. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Subsidiary Guarantors or any custodianCustodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six VI hereof for the purposes of this Subsidiary 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 Six VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Note Guarantee. Each Guarantor that makes payments under its Note Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on the net assets of each Guarantor.

Guarantee. Subject to this Article Ten11, each of the Subsidiary Guarantors herebyGuarantors, jointly and severally, hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and validity, regularity or enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: (a) the principal of of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturityStated 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 Issuer Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration acceleration, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall will be obligated, jointly and severally obligated severally, to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors Each Guarantor hereby agree agrees that their its obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorguarantor or surety, including but not limited to: (A) any right to require any of the Trustee, the Holders or the Company (each a "Benefited Party"), as a condition of payment or performance by a Guarantor, to (1) proceed against such Guarantor, the Company or any other Person, (2) proceed against or exhaust any security held from such Guarantor, the Company or any other Person or (3) proceed against or have to resort to any balance of any deposit account or credit on the books of any Benefited Party in favor of the Guarantor, the Company or any other Person, and (B) any defense based on or arising out of the lack of validity or the unenforceability of the obligations under this Note Guarantee or any agreement or instrument relating hereto. Each Subsidiary Guarantor hereby waives, to waives the extent permitted by applicable law, benefits of diligence, presentment, demand of payment, for payment and filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, Company and any right to require a proceeding first against the IssuerCompany or any other Person, protest, notice and all demands whatsoever whatsoever, and covenant covenants that this Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Subsidiary Guarantors any Guarantor or any custodian, trustee, liquidator or other similar official Custodian acting in relation to either the Issuer Company or the Subsidiary Guarantorssuch Guarantor, any amount paid by either to the Trustee or such Holder, or any such amount paid is rescinded or reduced in amount, this Subsidiary Note Guarantee, to the extent theretofore discharged, shall will continue to be reinstated effective or be reinstated, as the case may be, and be in full force and effecteffect all as though such amount had not been paid. Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment and performance in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantorssuch Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 5 hereof for the purposes of this Subsidiary 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 Six 5 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors Guarantor for the purpose of this Subsidiary Note Guarantee. Each Guarantor hereby agrees to pay any and all costs and expenses incurred by the Trustee or the Holders in enforcing their respective rights under the Note Guarantee. The Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a Custodian be appointed for all or any significant part of the Company's assets.

Guarantee. (a) Subject to the provisions of this Article TenIII, each Guarantor in respect of the Subsidiary Guarantors hereby, any Securities of a Guaranteed Series of Securities hereby jointly and severally, severally unconditionally guarantees (subject to Section 3.04), on a senior unsecured basis, to each Holder of a Note Security of such series authenticated and delivered by the Trustee and to the Trustee and its successors and assignssuccessors, irrespective of (i) the validity and enforceability of this the Indenture, the Notes Securities of such series or the obligations of the Issuer Company or any other Guarantors to the Holders of the Securities of such series or the Trustee hereunder or thereunderthereunder or (ii) the absence of any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or default of a Guarantor, that: (a) the principal of, premium, if any, interest and defaulted interest with respect to the Securities of such series shall be duly and interest on the Notes will be promptly punctually paid in full when due, whether at maturityMaturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest or defaulted interest with respect to the Securities of and interest on the Notes, if any, if lawful, such series and all other obligations of the Issuer Company or any Guarantor to the Holders of the Securities of such series or the Trustee hereunder or thereunder will and all other obligations under the Indenture with respect to the Securities of such series shall be promptly paid in full or performed, all in accordance with the terms hereof of the Indenture and thereof; thereof and (b) in case of any extension of time of payment or renewal of any Notes Securities of such series or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturitythe Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any performance so guaranteed other obligation of the Company to the Holders of the Securities of such series, for whatever reason, the Subsidiary Guarantors each Guarantor shall be jointly and severally obligated to pay pay, or to perform or cause the performance of, the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee An Event of payment Default under the Indenture or the Securities of such series shall constitute an event of default under the Guarantee, and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective entitle the Holders of the validity, regularity Securities of such series or enforceability the Trustee to accelerate the obligations of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder Guarantors of the Notes with respect to any provisions hereof or thereof, the recovery Securities of any judgment against the Issuer, any action to enforce such series hereunder in the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, manner and to the same extent permitted as the obligations of the Company. (b) The Guarantor, by applicable lawexecution hereof, waives the benefit of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenant that this Note such Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes Indenture and this Indenturesuch Guarantee. The Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany or to any Guarantor, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Subsidiary Guarantorssuch Guarantor, any amount paid by either the Company or such Guarantor to the Trustee or such HolderHolder of any Securities of a Guaranteed Series of Securities, this Subsidiary the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantorsit, on the one hand, and the Holders of the Securities of such series and the Trustee, on the other hand, (xa) subject to this Article III, the maturity Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six hereof of the Base Indenture for the purposes of this Subsidiary the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (yb) in the event of any declaration of acceleration of such obligations as provided in Article Six hereofof the Base Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary such Guarantee. (c) The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities of a Guaranteed Series of Securities are pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities of such series, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities of such series 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.

Guarantee. Subject to this Article Ten11, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: (a) the principal of and interest 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 and interest on the Notes, if any, if lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenant covenants that this Note Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the guarantee obligations guaranteed hereby hereunder may be accelerated as provided in Article Six 6 hereof for the purposes of this 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 Six 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

Guarantee. Subject to this Article Ten10, each of the Subsidiary Guarantors hereby, jointly and severally, hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: assigns (a) the due and punctual payment of the principal of of, premium, if any, and interest on the Notes will be promptly paid in full when dueNotes, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notespremium, if any, if lawfuland to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performedthereunder, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration pursuant to Section 6.02 hereof, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be solidarily (jointly and severally severally) obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Each Subsidiary Guarantors Guarantor hereby agree agrees that their its obligations hereunder with regard to its Subsidiary Guarantee shall be solidary, unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany or any other obligor with respect to this Indenture, the Notes or the Obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstance circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantorSubsidiary Guarantor. Each Subsidiary Guarantor hereby waivesfurther, to the extent permitted by applicable law, diligencewaives and relinquishes all claims, presentmentrights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, demand of paymentrights or remedies, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, including but not limited to: (a) any right to require any of the Trustee, the Holders or the Company (each a proceeding first “Benefited Party”), as a condition of payment or performance by such Subsidiary Guarantor, to (1) proceed against the IssuerCompany, any other guarantor (including any other Subsidiary Guarantor) of the Obligations under the Subsidiary Guarantees or any other Person, (2) proceed against or exhaust any security held from the Company, any such other guarantor or any other Person, (3) proceed against or have resort to any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other Person, or (4) (1) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Subsidiary Guarantees and any legal or equitable discharge of such Subsidiary Guarantor’s obligations hereunder, (2) the benefit of any prescription of such Subsidiary Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentations, protests, notices of protest, notice notices of dishonor and all demands whatsoever notices of any action or inaction, including acceptance of the Subsidiary Guarantees, notices of default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations under the Subsidiary Guarantees or any agreement related thereto, and covenant notices of any extension of credit to the Company and any right to consent to any thereof; (g) any defenses or benefits that this Note may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Subsidiary Guarantees, and (h) any rights to be provided information pursuant to Article 2345 of the Civil Code. Except to the extent expressly provided herein, including Sections 8.02, 8.03 and 10.05 hereof, each Subsidiary Guarantor hereby covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes its Subsidiary Guarantee and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six Section 6.02 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six Section 6.02 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee. Each Subsidiary Guarantor hereby waives the benefits of discussion and division.

Guarantee. Subject to this Article Ten1.1 Upon the occurrence and during the continuance of an Event of Default, each Guarantor shall upon demand by Lender immediately pay all amounts due thereunder (including, without limitation, all principal, interest and fees) and satisfy all of Borrower’s payment obligations under the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder Loan Documents (“Guarantor Obligations”). 1.2 The obligations hereunder are independent of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of Borrower, and a separate action or actions may be brought and prosecuted against Guarantor in the Issuer first instance as a primary obligation of Guarantor whether action is brought against Borrower or whether Borrower be joined in any such action or actions. Guarantor waives the benefit of any statute of limitations affecting its liability hereunder or thereunderthe enforcement thereof. Guarantor’s liability under this Agreement is not conditioned or contingent upon the genuineness, that: (a) the principal of and interest 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 and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Loan Documents. 1.3 Guarantor authorizes Lender, without notice or this Indenturedemand and without affecting its liability hereunder, from time to time to (a) renew, extend or otherwise change the absence of any action to enforce the same, any waiver or consent by any Holder terms of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same Loan Documents or any other circumstance which might otherwise constitute a legal part thereof; (b) take security for the payment due under this Agreement or equitable discharge the Loan Documents; (c) exchange, enforce, waive or defense of a guarantor. Each Subsidiary release any such security; and (d) apply any security and direct its sale as Lender, in its discretion, chooses. 1.4 Guarantor hereby waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, waives any right to require a proceeding first Lender to (a) proceed against Borrower or any other Person; (b) proceed against or exhaust any security held from Borrower or any other Person; or (c) pursue any other remedy in Lender’s power whatsoever. Lender may, at its election, exercise, decline or fail to exercise, any right or remedy it may have against Borrower or any security held by Lender, including without limitation the Issuerright to foreclose upon any such security by judicial or nonjudicial sale, protestwithout affecting or impairing in any way the liability of Guarantor hereunder. Guarantor waives any defense arising by reason of any disability or other defense of Borrower or any other guarantor, notice and or by reason of the cessation from any cause whatsoever of the liability of Borrower or any other guarantor. Guarantor waives any setoff, defense or counterclaim that Borrower may have against Lender. Guarantor waives any defense arising out of the absence, impairment or loss of any right of reimbursement or subrogation or any other rights against Borrower. Until all demands whatsoever and covenant that this Note Guarantee Obligations (other than contingent indemnity obligations for which no claim has been asserted) have been paid in full (i) Guarantor shall not be discharged except by complete performance exercise right of the obligations contained subrogation or reimbursement for claims arising out of or in the Notes and connection with this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerAgreement, the Subsidiary Guarantors or any custodian, trustee, liquidator (ii) Guarantor shall not exercise right of contribution or other similar official acting rights against Borrower, (iii) Guarantor waives any right to enforce any remedy that Lender now has or may hereafter have against Borrower and (iv) Guarantor waives all rights to participate in relation any security now or hereafter held by Lender. Guarantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Agreement and of the existence, creation or incurrence of new or additional Indebtedness. Guarantor assumes the responsibility for being and keeping itself informed of the financial condition of Borrower and of all other circumstances bearing upon the risk of nonpayment of any Indebtedness or nonperformance of any obligation of Borrower, warrants to either Lender that it will keep so informed, and agrees that absent a request for particular information by Guarantor, Lender shall have no duty to advise Guarantor of information known to Lender regarding such condition or any such circumstances. 1.5 Guarantor and, by its acceptance of this Agreement, Lender hereby confirm that it is the Issuer intention of all such Persons that this Agreement and the Guarantor Obligations not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Law, the Subsidiary GuarantorsUniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any amount paid by either to the Trustee similar foreign, federal or such Holder, this Subsidiary Guarantee, state law to the extent theretofore dischargedapplicable to this Agreement and the Guarantor Obligations. To effectuate the foregoing intention, Lender and Guarantor hereby irrevocably agree that the Guarantor Obligations at any time shall be reinstated limited to the maximum amount as will result in the Guarantor Obligations not constituting a fraudulent transfer or conveyance. 1.6 If Borrower becomes insolvent, is adjudicated bankrupt or files a petition for reorganization, arrangement, composition or similar relief under any present or future Debtor Relief Law of any applicable jurisdiction, or if such a petition is filed against Borrower, and in any such proceeding some or all of any Indebtedness or obligations under the Credit Agreement are terminated or rejected or any obligation of Borrower is modified or abrogated, or if Borrower’s obligations are otherwise avoided for any reason, Guarantor agrees that Guarantor’s liability hereunder shall not thereby be affected or modified and such liability shall continue in full force and effecteffect as if no such action or proceeding had occurred. Each Subsidiary Guarantor agrees that it This Agreement shall not continue to be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees thateffective or be reinstated, as between the Subsidiary Guarantorscase may be, on if any payment must be returned by Lender upon the one handinsolvency, and the Holders and the Trusteebankruptcy or reorganization of a Borrower or any other Guarantor or otherwise, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing though 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 Six hereof, such obligations (whether or payment had not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guaranteebeen made.

Guarantee. Subject to this Article TenPubCo hereby guarantees, each of the Subsidiary Guarantors hereby, jointly as a primary obligor and severally, unconditionally guarantees to each Holder of not as a Note authenticated and delivered by the Trustee and surety to the Trustee Sellers or the Stockholders’ Representative and its their respective permitted successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid prompt payment in full when due, whether at maturityany amount outstanding under, by accelerationor the timely performance of, redemption all of the Company’s obligations under this Agreement. PubCo hereby agrees that, if the Company fails to pay in full when due any amount outstanding under any of the Company’s obligations hereunder, PubCo shall promptly pay the same in cash, without any demand or otherwisenotice whatsoever, and interest on that in the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsthe Company’s obligations hereunder, that the same will be promptly paid in full when due or performed in accordance with the terms of the such extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due The obligations of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors PubCo under this Section 3.3 shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is constitute a guarantee guaranty of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be to the fullest extent permitted by applicable law, are absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same Company’s obligations hereunder or any other agreement or instrument referred to herein or therein, and, irrespective of any other circumstance which whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantorsurety or PubCo (except for payment in full). Each Subsidiary Guarantor hereby waives, The guarantee in this Section 3.3 is a continuing guarantee of payment and shall apply to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy all obligations of the IssuerCompany hereunder whenever arising. PubCo hereby agrees that, any right to require a proceeding first against until the Issuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated payment in full force in cash and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment satisfaction in full of all of the amount outstanding under, or the timely performance of, all of the Company’s obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, hereunder and the Holders expiration and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes termination of this Subsidiary GuaranteeAgreement, notwithstanding it shall subordinate any stayclaim and shall not exercise any right or remedy, injunction direct or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyindirect, and (y) in the event arising by reason of any declaration performance by it of acceleration of such obligations as provided its guarantee in Article Six hereofthis Section 3.3, such obligations (whether by subrogation or not due and payable) shall forthwith become due and payable by otherwise, against the Subsidiary Guarantors for Sellers or the purpose of this Subsidiary GuaranteeStockholders’ Representative.

Guarantee. Subject to this Article Ten9.16.1 Guarantor hereby irrevocably, each of the Subsidiary Guarantors hereby, jointly absolutely and severally, unconditionally guarantees to each Holder of a Note authenticated the due and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of and interest 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 and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of punctual payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reasonamounts due and payable by Buyer and its Affiliates (other than Guarantor) under this Agreement, including pursuant to ARTICLE 7 (collectively, the Subsidiary Guarantors shall be jointly “Guaranteed Obligations”). Buyer acknowledges and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that the guarantee described in this Section 9.16 is a primary guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree Guarantor agrees that their if Buyer fails to make any payment that is required to be made by Buyer under this Agreement when due, such amount shall for purposes hereof and thereof be deemed due and payable by Guarantor upon written notice from Seller to Guarantor demanding payment thereof. Without limiting the generality of the foregoing, Guarantor agrees that its obligations hereunder under this Section 9.16 are independent from those of Buyer and its liability shall be unconditionalextend to all liabilities and obligations that constitute part of the Guaranteed Obligations, irrespective of whether any action is brought against Buyer or whether Buyer is jointed in any such action or actions. 9.16.2 The Liability of Guarantor under this Section 9.16 for the validityGuaranteed Obligations shall be irrevocable, regularity or enforceability unconditional and absolute and, without limiting the generality of the Notes foregoing, shall not be released, discharged or this Indentureotherwise affected by: (a) any extension, the absence renewal, settlement, compromise, waiver or release in any respect of any action obligation of Buyer or such Affiliates, by operation of Law or otherwise, unless and to enforce the sameextent Seller consents to any such extension, renewal, settlement, compromise, waiver or release; (b) any modification or amendment of, or supplement to, this Agreement or any Ancillary Agreement; (c) any change in the corporate existence, structure or ownership of Buyer or such Affiliates, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Buyer, such Affiliates or their respective assets, or any resulting release or discharge of any obligation of Buyer or such Affiliates; (d) the existence of any claim, set-off or other right which Guarantor may have at any time against Buyer or such Affiliates; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability of this Agreement, any waiver Ancillary Agreement or consent by any Holder of the Notes with respect other document entered into in connection herewith or therewith relating to or against Buyer or such Affiliates for any provisions hereof reason, or thereof, the recovery any provision of any judgment against Law purporting to prohibit the Issuerperformance by Buyer or such Affiliates of their respective obligations under this Agreement, any action Ancillary Agreement or any such other document; or (f) any other act or omission to enforce the same act or delay of any kind by Seller, Buyer or any other Person or any other circumstance which might otherwise whatsoever that might, but for the provisions of this Section 9.16, constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor’s obligations hereunder. 9.16.3 Guarantor hereby waiveswaives (a) notice of acceptance of the guarantee provided in this Section 9.16, to (b) notice of the extent permitted by applicable lawcreation, diligencerenewal, presentmentextension or accrual of any of the Guaranteed Obligations, (c) presentment and demand of paymentthe Guaranteed Obligations, filing (d) notice of claims with a court in the event or proof of insolvency or bankruptcy of the Issuer, reliance by Guarantor upon this Section 9.16 and (e) any right to require a proceeding first that any action be brought against Buyer or any other Person with respect to the IssuerGuaranteed Obligations prior to any action against Guarantor under this Section 9.16. The Guaranteed Obligations shall conclusively be deemed to have been created, protestcontracted or incurred in reliance upon this Section 9.16, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder dealings between Buyer or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary GuarantorsGuarantor, on the one hand, and the Holders and the TrusteeSeller, on the other hand, (x) shall likewise be conclusively presumed to have been had or consummated in reliance upon this Section 9.16. 9.16.4 Guarantor’s obligations under this Section 9.16 are continuing and shall remain in full force and effect until the maturity indefeasible payment and satisfaction in full of the obligations guaranteed Guaranteed Obligations, shall be binding upon Guarantor and its successors and permitted assigns, and shall inure to the benefit of, and be enforceable by, Seller and its successors and permitted assigns. 9.16.5 Guarantor hereby may represents and warrants to Seller as follows: (a) Guarantor is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and (b) Guarantor has the requisite organizational power and authority to execute and deliver this Agreement and to consummate the transactions contemplated to be accelerated as provided in Article Six hereof for consummated by it by this Agreement. Guarantor has taken all organizational action required by its organizational documents to authorize the purposes execution and delivery of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect Agreement and to authorize the consummation of the obligations guaranteed herebytransactions contemplated to be consummated by it by this Agreement. Guarantor has duly executed and delivered this Agreement, and (y) in assuming the event of any declaration of acceleration of such obligations as provided in Article Six hereofdue authorization, such obligations (whether or not due execution and payable) shall forthwith become due and payable delivery by the Subsidiary Guarantors for other parties hereto) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms subject, as to enforcement, to the purpose of this Subsidiary GuaranteeEnforceability Exceptions.

Guarantee. Subject to the provisions of this Article Ten, each Guarantor (including each Domestic Subsidiary that is a Wholly Owned Subsidiary that executes the Indenture as a “Guarantor” on the Issue Date and each Person that becomes a Guarantor in accordance with Section 4.06), by execution of the Subsidiary Guarantors herebya this Indenture or a supplemental indenture to this Indenture, as applicable, providing for such guarantee, jointly and severally, unconditionally guarantees (each, a “Note Guarantee” and collectively, the “Note Guarantees”) to each Holder of a Note authenticated and delivered by the Trustee (i) the due and to the Trustee and its successors and assigns, irrespective punctual payment of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of and interest on each Note, when and as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturity, 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 to the extent lawful, and the due and punctual payment of all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof of such Note and thereof; this Indenture, and (bii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due Each Guarantor, by execution of any amount so guaranteed this Indenture or any performance so guaranteed for whatever reasona supplemental indenture to this Indenture, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor as applicable, agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any such Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Note or this Indenture, any waiver waiver, modification or consent indulgence granted to the Issuer with respect thereto by any the Holder of the Notes with respect to any provisions hereof or thereofsuch Note, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a guarantorsurety or such Guarantor. Each Subsidiary Guarantor hereby waivesGuarantor, by execution of this Indenture or a supplemental indenture to the extent permitted by applicable lawthis Indenture, as applicable, waives diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protestprotest or notice with respect to any such Note or the Indebtedness evidenced thereby (except as expressly required hereunder, notice including pursuant to Article Six hereof) and all demands whatsoever whatsoever, and covenant covenants that this Note Guarantee shall not be discharged as to any such Note except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof and interest thereon or as otherwise provided in this Indenture. Each Subsidiary Guarantor further Guarantor, by execution of this Indenture or a supplemental indenture to this Indenture, as applicable, agrees that, as between the Subsidiary Guarantorssuch Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby pursuant to such supplemental indenture may be accelerated as provided in Article Six hereof for the purposes of this Subsidiary Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyby execution of such supplemental indenture, and (yii) in the event of any declaration of acceleration of such obligations as provided in Article Six hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors each Guarantor for the purpose of this Subsidiary the Note Guarantee.

Guarantee. (a) Subject to the provisions of this Article TenIII, each Guarantor in respect of the Subsidiary Guarantors hereby, any Securities of a Guaranteed Series of Securities hereby jointly and severally, severally unconditionally guarantees (subject to Section 3.04), on a senior unsecured basis, to each Holder of a Note Security of such series authenticated and delivered by the Trustee and to the Trustee and its successors and assignssuccessors, irrespective of (i) the validity and enforceability of this the Indenture, the Notes Securities of such series or the obligations of the Issuer Company or any other Guarantors to the Holders of the Securities of such series or the Trustee hereunder or thereunderthereunder or (ii) the absence of any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or default of a Guarantor, that: (a) the principal of, premium, if any, interest and defaulted interest with respect to the Securities of such series shall be duly and interest on the Notes will be promptly punctually paid in full when due, whether at maturityMaturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest or defaulted interest with respect to the Securities of and interest on the Notes, if any, if lawful, such series and all other obligations of the Issuer Company or any Guarantor to the Holders of the Securities of such series or the Trustee hereunder or thereunder will and all other obligations under the Indenture with respect to the Securities of such series shall be promptly paid in full or performed, all in accordance with the terms hereof of the Indenture and thereof; thereof and (b) in case of any extension of time of payment or renewal of any Notes Securities of such series or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturitythe Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any performance so guaranteed other obligation of the Company to the Holders of the Securities of such series, for whatever reason, the Subsidiary Guarantors each Guarantor shall be jointly and severally obligated to pay pay, or to perform or cause the performance of, the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee An Event of payment Default under the Indenture or the Securities of such series shall constitute an event of default under the Guarantee, and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective entitle the Holders of the validity, regularity Securities of such series or enforceability the Trustee to accelerate the obligations of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder Guarantors of the Notes with respect to any provisions hereof or thereof, the recovery Securities of any judgment against the Issuer, any action to enforce such series hereunder in the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, manner and to the same extent permitted as the obligations of the Company. (b) The Guarantor, by applicable lawexecution hereof, waives the benefit of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenant that this Note such Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes Indenture and this Indenturesuch Guarantee. The Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany or to any Guarantor, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Subsidiary Guarantorssuch Guarantor, any amount paid by either the Company or such Guarantor to the Trustee or such HolderHolder of any Securities of a Guaranteed Series of Securities, this Subsidiary the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantorsit, on the one hand, and the Holders of the Securities of such series and the Trustee, on the other hand, (xa) subject to this Article III, the maturity Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six hereof Five of the Base Indenture for the purposes of this Subsidiary the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (yb) in the event of any declaration of acceleration of such obligations as provided in Article Six hereofFive of the Base Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary such Guarantee. (c) The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities of a Guaranteed Series of Securities are pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities of such series, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities of such series 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.

Guarantee. Subject to this Article Ten, each of the Subsidiary Guarantors hereby, jointly Buyer Parent irrevocably and severally, unconditionally guarantees all of Buyer’s obligations set forth in this Agreement, and shall cause Buyer to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the comply with all obligations of the Issuer hereunder or thereunder, thatBuyer set forth in this Agreement. This guarantee shall apply in respect of all of Buyer’s obligations under this Agreement despite: (ai) the principal any incapacity, disability, or lack or limitation of and interest on the Notes will be promptly paid in full when duestatus, whether at maturity, by acceleration, redemption authorization or otherwise, and interest on the overdue principal power of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Buyer or any of such other obligationsits or its affiliate’s directors, that same will be promptly paid in full when due officers or performed in accordance with the terms of the extension or renewalagents, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed (ii) Buyer or any performance so guaranteed for whatever reasonof its affiliates not being a legal entity, and (iii) the Subsidiary Guarantors bankruptcy, insolvency, dissolution or liquidation of Buyer or any of its affiliates. Any such obligation which may not be recoverable from Buyer Parent as guarantor shall be jointly recoverable from Buyer Parent as principal obligor under this Agreement. Buyer Parent waives notice of acceptance of such guarantee and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice of protest, notice of intent to accelerate, notice of acceleration or dishonor and all notices and demands whatsoever and covenant that this Note Guarantee shall not be discharged except whatsoever. Further, Buyer Parent waives any defenses it may have by complete performance reason of (I) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the obligations contained in under this Agreement or any part thereof or any agreement relating thereto, whether by operation of law or otherwise, or any failure of Seller to enforce any right, power or remedy with respect to such obligations or any part thereof or any agreement relating thereto, (II) the Notes and this Indenture. If enforceability or validity of such obligations or any Holder part thereof or the Trustee is required by genuineness, enforceability or validity of any court or otherwise to return to agreement relating thereto, (III) the Issuerbankruptcy, insolvency, dissolution, liquidation, receivership, reorganization for the Subsidiary Guarantors or any custodianbenefit of creditors, trustee, liquidator or other similar official acting in relation to either proceeding affecting the Issuer status, composition, identity, existence, assets or obligations of Buyer or any of its affiliates, (IV) the Subsidiary Guarantorslack of due authorization or power and authority of, or execution or delivery by, Buyer or any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect other Person of any agreement(s) creating or giving rise to such obligations guaranteed hereby until or (V) any change in the time, place or manner of payment or performance of, or in full any other term of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees thatsuch obligations, as between the 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 Six hereof for the purposes or any assignment of this Subsidiary Guarantee, notwithstanding Agreement or 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 Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary GuaranteeSale Document.

Guarantee. (a) On the Issue Date, all of the Initial Guarantors shall Guarantee the obligations of the Company under the Notes and this Indenture as provided in this Article XIII. On the Issue Date, all of the Company’s Subsidiaries that Guarantee the Company’s obligations under the Credit Agreement are the Initial Guarantors under this Indenture. Subject to this Article TenXIII, each of the Guarantors (including the Initial Guarantors and any other Subsidiary Guarantors that may become a Guarantor) hereby, jointly and severally, unconditionally 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 this Indenture, the Notes or the obligations of the Issuer hereunder Company under this Indenture or thereunderunder the Notes, that: (a) the principal of of, premium, if any, and interest on the Notes will shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium, if any, and interest on the Notes, if any, if lawfullawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Issuer Company to the Holders or the Trustee hereunder under this Indenture or thereunder will under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Subsidiary Guarantors hereby agree that that, to the maximum extent permitted under applicable law, their obligations hereunder under this Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture or except as provided in Section 13.05 of this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either any of the Issuer Company or the Subsidiary Guarantors, any amount paid by either any of them to the Trustee or such Holder, this Subsidiary Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 in, but subject to the provisions of, Article Six hereof V of this Indenture, for the purposes of this Subsidiary 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 Six hereofV of this Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Guarantee. Subject to this Article Ten12, each of the Subsidiary Guarantors hereby, hereby jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: (a) the principal Principal of and interest Interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption redemption, repurchase or otherwise, Late Charges and interest on the overdue principal of and interest any other amounts due on the Notes, if any, if lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately, whether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Article 7 hereof. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives and relinquishes diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six 7 hereof for the purposes of this Subsidiary 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 Six 7 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Guarantee. Subject to this Article Ten, each Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally irrevocably 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 this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of of, interest and interest premium, if any, on the Notes will shall be promptly paid in full when due, whether at 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 Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six hereof VI for the purposes of this 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 Six hereofVI, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, if any. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article Ten, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer OPTI hereunder or thereunder, that: : (a1) the principal of of, and premium and Additional Interest, if any, and interest on on, the Notes will shall be promptly paid in full when due, whether at 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 OPTI under this Indenture and the Issuer Notes (including obligations to the Holders or the Trustee hereunder or thereunder will Trustee) shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and performance and not a guarantee of collection. The Subsidiary Guarantors All payments under such Guarantee shall be made in U.S. Dollars. (b) Each Guarantor hereby agree agrees that their its obligations hereunder shall be as if it was the principal debtor and not merely surety. Each Guarantor hereby agrees that its obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerOPTI, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerOPTI, any right to require a proceeding first against the IssuerOPTI, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the IssuerOPTI, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer OPTI or the Subsidiary Guarantors, any amount paid by either such Person to such Holder or the Trustee or such HolderTrustee, as applicable, then this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary 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 Six hereof for the purposes of this Subsidiary 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 Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. A Guarantor shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

Guarantee. (a) Subject to this Article Ten12, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: : (a1) the principal of of, premium, if any, and interest on 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 and interest on the Notes, if any, if lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary 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 Six 6 hereof for the purposes of this Subsidiary 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 Six 6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Guarantee. Subject Prior to the Escrow Release Date, the Notes will not be guaranteed (other than pursuant to Article 14 hereof). From and after the Escrow Release Date, and subject to this Article Ten10, each of the Subsidiary Guarantors that executes a supplemental indenture to this Indenture to Guarantee the Notes, hereby, jointly and severally, unconditionally guarantees irrevocably and unconditionally, guarantees, on an unsecured senior basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations Obligations of the Issuer Issuers hereunder or thereunder, that: (a) the principal of and interest and premium, if any, on the Notes will shall be promptly paid in full when due, whether at 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 Obligations of the Issuer Issuers to the Holders or the Trustee hereunder or thereunder will under the Notes shall be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediatelypromptly. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer or the Co-Issuer, 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 of the Obligations of the Issuers hereunder or under the Notes). Each Subsidiary Guarantor hereby waives, to the fullest extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer or the Co-Issuer, any right to require a proceeding first against the IssuerIssuers, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee shall not be discharged except by complete performance full payment of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerIssuers, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or the Subsidiary Guarantors, then any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six 6 hereof for the purposes of this 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 Six 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each Guarantor that makes a payment under its Guarantee shall, to the fullest extent permitted by applicable law, be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP. Until terminated in accordance with Section 10.06, each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer or the Co-Issuer for liquidation, reorganization, should the Issuer or the Co-Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s or the Co-Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, if any. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject In order to this Article Teninduce the Lenders to extend credit hereunder, each the Guarantor hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, the Obligations. The Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. The Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Subsidiary Guarantors herebyObligations, jointly and severally, unconditionally guarantees to each Holder also waives notice of a Note authenticated acceptance of its obligations and delivered notice of protest for nonpayment. The obligations of the Guarantor hereunder shall not be affected by the Trustee failure of any Lender or the Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. The Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. The obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise and regardless of any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or any Lender's rights with respect thereto, including, without limitation, (a) any law, rule or policy that is now or hereafter promulgated by any Governmental Authority (including, without limitation, any central bank) or regulatory body that may adversely affect any Borrower's ability or obligation to make, or any Lender's right to receive, such payments, (b) any nationalization, expropriation, war, riot, civil commotion or other similar event, (c) any inability to convert any currency into the currency of payment of such Obligation or (d) any inability to transfer funds in the currency of payment of such Obligation to the Trustee and its successors and assigns, irrespective place of payment therefor. Without limiting the generality of the validity and enforceability of this Indentureforegoing, the Notes or the obligations of the Issuer Guarantor hereunder shall not be discharged or thereunderimpaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or under any other Loan Document or any other agreement, that: (a) by any waiver or modification in respect of any thereof, by any default, failure or delay, wilful or otherwise, except as specifically provided therein, in the performance of the Obligations, by any release of any other guarantor, or by any other act or omission which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity. The Guarantor further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of and or interest on any Obligation is rescinded or must otherwise be restored by the Notes will be promptly paid Administrative Agent or any Lender upon the bankruptcy or reorganization of any Borrower or otherwise. In furtherance of the foregoing and not in full limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against the Guarantor by virtue hereof, upon the failure of any Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, redemption after notice of prepayment or otherwise, the Guarantor hereby promises to and interest on will, upon receipt of written demand by the overdue principal Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of and interest on such unpaid Obligation. Upon payment by the NotesGuarantor of any Obligations, if anyeach Lender shall, if lawfulin a reasonable manner, and all other obligations assign the amount of the Issuer Obligations owed to it and so paid to the Holders or the Trustee hereunder or thereunder will Guarantor, such assignment to be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, pro tanto to the extent permitted to which the Obligations in question were discharged by applicable lawthe Guarantor, diligenceor make such disposition thereof as the Guarantor shall direct (all without recourse to and without any representation or warranty by any Lender). Upon payment by the Guarantor of any sums as provided above, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy all rights of the Issuer, Guarantor against any right to require Borrower arising as a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except result thereof by complete performance way of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation or otherwise shall in relation all respects be subordinated and junior in right of payment to the Holders in respect of any obligations guaranteed hereby until prior indefeasible payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six hereof for the purposes of this 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 Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary GuaranteeObligations.

Guarantee. (a) Subject to this Article Ten10, each of the Subsidiary Guarantors hereby, jointly and severally, 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 this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: : (a1) the principal of of, premium, if any, and interest on 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 and interest on the Notes, if any, if lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary . (b) Subject to this Article 10, the Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary 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 Six 6 hereof for the purposes of this Subsidiary 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 Six 6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Guarantee. Subject to this Article Ten10, each of the Subsidiary Guarantors hereby, jointly and severally, irrevocably 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 this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of of, premium, if any, and interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, Notes if lawful, and all other obligations Obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six 6 hereof for the purposes of this 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 Six 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Guarantee. Subject to this Article Ten, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) Onex, as primary obligor and not merely as surety, hereby irrevocably, absolutely and unconditionally guarantees the principal of due, punctual and interest on the Notes will be promptly paid complete payment in full when due, whether at 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 each Stockholder that is a Subsidiary or Affiliate of Onex or Onex Corporation (or is or is beneficially owned by a director, officer or employee thereof, but not those individuals who are affiliated with Onex or Onex Corporation solely as a result of their capacity as directors, officers or employees of the Issuer Company or its Subsidiaries or other portfolio companies of Onex) incurred under Article IX of this Agreement, as and when due and payable under this Agreement, as from time to the Holders time amended, modified or the Trustee hereunder or thereunder will be promptly paid in full or performed, all supplemented in accordance with their terms (the terms hereof “Guaranteed Obligations”). Onex acknowledges and thereof; agrees that the Purchaser shall be entitled to enforce directly against Onex any of the Guaranteed Obligations. Onex shall have rights of subrogation against any Stockholder for which it satisfies any Guaranteed Obligations. To the fullest extent permitted by applicable Law, Onex waives presentment to, demand of payment from and (b) in case protest to any other Person of any extension of time the Guaranteed Obligations, and also waives promptness, diligence, notice of payment acceptance of this guarantee and of the Guaranteed Obligations and notice of protest for nonpayment. The Guaranteed Obligations shall not be subject to any reduction, limitation, impairment, waiver, release, surrender, compromise or renewal termination for any reason (unless the underlying obligations and liabilities of any Notes the applicable Stockholder shall have been reduced, limited, impaired, waived, released, surrendered, compromised or any of such other obligations, that same will be promptly paid in full when due or performed terminated in accordance with the terms of this Agreement, in which case the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors Guaranteed Obligations shall be jointly reduced, limited, impaired, waived, released, surrendered, compromised or terminated correspondingly), and severally shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. The Purchaser shall not be obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of file 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 Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, claim related to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court Guaranteed Obligations in the event of insolvency any applicable Stockholder becomes subject to a bankruptcy, reorganization or bankruptcy similar proceeding and the failure of the IssuerPurchaser to so file shall not affect Onex’s obligations hereunder. In the event that any payment to the Purchaser for a Guaranteed Obligation hereunder is rescinded to the party that made the payment, any right to require a proceeding first against Onex shall remain liable hereunder as if such payment had not been made. (b) Onex further agrees that the Issuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee Guaranteed Obligations hereunder shall not be discharged except by complete performance payment of the amounts payable by each Stockholder that is a Subsidiary or Affiliate of Onex or Onex Corporation (or is or is beneficially owned by a director, officer or employee thereof, but not those individuals who are affiliated with Onex or Onex Corporation solely as a result of their capacity as directors, officers or employees of the Company or its Subsidiaries or other portfolio companies of Onex) pursuant to Article IX or Sections 11.09 or 11.10 (or the discharge of the underlying obligations contained and liabilities of the applicable Stockholder), and that the obligations of Onex hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure of the Purchaser to assert any claim or demand or enforce any right or remedy against any applicable Stockholder or any other Person; (ii) insolvency, bankruptcy, reorganization or similar proceeding affecting any applicable Stockholder or any related party, or the dissolution, liquidation, merger, or winding up of any such Person; (iii) waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement made in accordance with the terms hereof; (iv) any change in corporate existence, structure or ownership of Onex, any Stockholder, or any other Person interested in the Notes and transactions contemplated by this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors Agreement or any custodianof the Related Agreements, trusteeas applicable; (v) the existence of any claim, liquidator setoff or other similar official acting in relation to either right that Onex may have against the Issuer Purchaser or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, other Person (except to the extent theretofore dischargedsuch claim, setoff or other right is available to the applicable Stockholder); or (vi) the adequacy of any other means the Purchaser may have of obtaining payment related to the Guaranteed Obligations. Onex acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and the Related Agreements. (c) This guarantee shall be reinstated in full force binding upon the successors and effect. Each Subsidiary Guarantor agrees that it assigns of Onex and shall not be entitled to any right of subrogation in relation inure to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity benefit of the obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, Purchaser and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six hereof, such obligations (whether or not due its successors and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guaranteeassigns.

Guarantee. (a) Subject to this Article Ten10, each of the Subsidiary Guarantors hereby, jointly and severally, 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 this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of of, interest, and interest premium on the Notes will shall be promptly paid in full when due, whether at 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 Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (c) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. . (e) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the 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 Six 6 hereof for the purposes of this 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 Six 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) The Guarantee issued by any Guarantor shall be a senior unsecured obligation of such Guarantor. The Guarantees shall rank equally in right of payment with all existing and future Senior Indebtedness of the Guarantor (including the Existing Senior Notes) but, to the extent of the value of the collateral, will be effectively senior to all of the Guarantor’s unsecured Senior Indebtedness and, to the extent of the collateral, will be effectively subordinated to the Guarantor’s Obligations under the Senior Credit Facilities. The Guarantees will be senior in right of payment to all future Subordinated Indebtedness of each Guarantor. The Notes will be structurally subordinated to Indebtedness and other liabilities of Subsidiaries of the Issuer that do not Guarantee the Notes. (i) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article TenSixteen, each of the Subsidiary Guarantors hereby, as primary obligor and not merely as surety, jointly and severally, fully and unconditionally guarantees to each Holder holder of a Note the Guaranteed Notes authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Guaranteed Notes or the obligations of the Issuer hereunder or thereunder, that: : (a1) the principal of of, premium, if any, and interest on on, the Guaranteed Notes will be promptly paid in full when due, whether at maturityMaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium, if any, and interest on the Guaranteed Notes, if any, if lawful, and all other monetary obligations of the Issuer to the Holders holders or the Trustee hereunder whether for payment of principal of or interest on the Guaranteed Notes, expenses, indemnification or otherwise, or thereunder will be promptly punctually paid in full or performedfull, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Guaranteed Notes or any of such other obligations, that same will be promptly punctually 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. Notwithstanding any other provision of this Indenture, the maximum aggregate liability of each Guarantor under this Note Guarantee shall not exceed fifty thousand United States dollars (U.S. $50,000) (the “Guaranteed Amount”). Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Each Guarantor, pursuant to its Note Guarantee, also hereby agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the holders in enforcing any rights under its Note Guarantee. (b) The Subsidiary Guarantors hereby agree that (to the fullest extent permitted by law) their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder holder of the Guaranteed Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives, waives (to the fullest extent permitted by applicable law, ) diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant covenants (except as otherwise provided in Section 16.04 hereof) that this the Note Guarantee shall will not be discharged except by complete performance of the monetary obligations contained in the Guaranteed Notes and this Indenture. . (c) If any Holder holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holderholder, this Subsidiary Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees (to the fullest extent permitted by law) that, as between the Subsidiary Guarantors, on the one hand, and the Holders holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six hereof Seven of this Indenture for the purposes of this Subsidiary the 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 Six hereofSeven of this Indenture, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Note Guarantee. The Guarantors will have the right to seek contribution from the Issuer or any non-paying Guarantor so long as the exercise of such right does not impair the rights of the holders under the Note Guarantee.

Guarantee. Subject to this Article Ten10, each of the Subsidiary Guarantors Guarantors, and from and after the consummation of the Transactions and upon the execution and delivery of the Completion Date Supplemental Indenture or any other supplemental indenture to this Indenture, each Guarantor to be added under this Indenture on or after the Completion Date that shall execute the Completion Date Supplemental Indenture or any other supplemental indenture, hereby, jointly and severallyseverally irrevocably and unconditionally guarantees, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee Trustee, the Notes Collateral Agent and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the |US-DOCS\143900591.2|| Notes or the obligations of the Issuer Issuers hereunder or thereunder, that: (a) the principal of of, interest, and interest premium on the Notes will shall be promptly paid in full when due, whether at 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 Issuer Issuers to the Holders Holders, the Trustee or the Trustee Notes Collateral Agent hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to or any amendment of any provisions hereof or thereof, the recovery of any judgment against the IssuerIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the IssuerIssuers, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee, the Notes Collateral Agent or any Holder in enforcing any rights under this Section 10.01. If any Holder Holder, the Trustee or the Trustee Notes Collateral Agent is required by any court or otherwise to return to the IssuerIssuers, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or the Subsidiary Guarantors, any amount paid by either to the Trustee Trustee, the Notes Collateral Agent or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders Holders, the Trustee and the TrusteeNotes Collateral Agent, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this 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 Six 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation or reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored |US-DOCS\143900591.2|| or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to this Article Ten, each of the Subsidiary Guarantors hereby, jointly The Guarantor hereby irrevocably and severally, unconditionally guarantees to each Holder of a Note authenticated the Lender the prompt and delivered full discharge by the Trustee and to the Trustee and its successors and assigns, irrespective Borrower of all of the validity Borrower’s covenants, agreements, obligations and enforceability of liabilities under this IndentureNote including, without limitation, the Notes due and punctual payment of all amounts which are or may become due and payable by the obligations of Borrowed hereunder, when and as the Issuer hereunder or thereundersame shall become due and payable (collectively, that: (a) the principal of and interest on the Notes will be promptly paid in full when due“Borrower Obligations”), whether at 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 Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof hereof. The Guarantor acknowledges and thereof; agrees that, with respect to all Borrowed Obligations to pay money, such guaranty shall be a guaranty of payment and (b) in case performance and not of collection and shall not be conditioned or contingent upon the pursuit of any extension of time of payment or renewal remedies against the Borrower. If the Borrower shall default in the due and punctual performance of any Notes or any of such other obligationsBorrower Obligation, that same will be promptly paid in including the full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing and timely payment when due of any amount so guaranteed due and payable pursuant to any Borrower Obligation, the Guarantor will forthwith perform or cause to be performed such Borrower Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense. (a) The liabilities and obligations of the Guarantor pursuant to this Section 7 are unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any acceleration, extension, renewal, settlement, compromise, waiver or release in respect of any Borrower Obligation by operation of law or otherwise; (ii) the invalidity or unenforceability, in whole or in part, of this Note; (iii) any modification or amendment of or supplement to this Note; (iv) any change in the existence, structure or ownership of the Borrower or the Guarantor or any performance so guaranteed for whatever reasoninsolvency, the Subsidiary Guarantors shall be jointly and severally obligated bankruptcy, reorganization or other similar proceeding affecting any of them or their assets; or (v) any other act, omission to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditionalact, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence delay of any action to enforce kind by the sameLender or any other Person, 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 Issuer, any action to enforce the same or any other circumstance which might otherwise whatsoever that might, but for the provisions of this Section 7(a)(v), constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waivesthe obligations of the Guarantor, as guarantor to the extent permitted by applicable lawset forth hereunder. (b) The Guarantor hereby waives any right, diligencewhether legal or equitable, presentmentstatutory or non-statutory, to require the Lender to proceed against or take any action against or pursue any remedy with respect to the Borrower or any other Person or make presentment or demand for performance or give any notice of payment, filing of claims with a court nonperformance before the Lender may enforce its rights hereunder against the Guarantor in the event of insolvency or bankruptcy its capacity as Guarantor. (c) The obligations of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, Guarantor to the extent theretofore discharged, set forth hereunder shall be reinstated remain in full force and effecteffect until the Borrower Obligations shall have been performed in full. Each Subsidiary Guarantor agrees that it shall not be entitled to If at any right of subrogation in relation to the Holders in respect time any performance by any Person of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees thatBorrower Obligation is rescinded or must be otherwise restored or returned, as between whether upon the Subsidiary Guarantorsinsolvency, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity bankruptcy or reorganization of the Borrower or otherwise, the Guarantor’s obligations guaranteed hereby may hereunder with respect to such Borrower Obligation shall be accelerated reinstated at that time as provided in Article Six hereof for the purposes of this 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 Six hereof, such obligations (whether or not due and payable) shall forthwith though that Borrower Obligation had become due and payable by had not been performed. (d) The obligations of the Subsidiary Guarantors for Guarantor under this Section 7 shall be limited to an aggregate amount that is equal to the purpose largest amount that would not render its obligations under this Section 7 subject to avoidance under Section 548 of this Subsidiary Guaranteethe United States Bankruptcy Code or any comparable provisions of any applicable state law.

Guarantee. (a) Subject to this Article Ten11, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: : (a1) the principal of of, premium, if any, and interest on 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 and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary 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 Six 6 hereof for the purposes of this Subsidiary 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 Six 6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) Any release of a Guarantee shall be governed by Section 4.17 hereof.

Guarantee. Subject to this Article Ten, each of the Subsidiary Guarantors hereby, jointly and severally(a) AMCEH hereby fully, unconditionally guarantees and irrevocably guarantees, on an unsecured basis, as primary obligor and not merely as surety, to each Holder of a Note authenticated the Notes and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this IndentureTrustee, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of full and interest on the Notes will be promptly paid in full punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, and interest on of the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations Secured Notes Obligations of the Issuer (all the foregoing being hereinafter collectively called the “AMCEH Guarantor Obligations”). AMCEH agrees (to the Holders extent permitted by law) that the AMCEH Guarantor Obligations may be extended or the Trustee hereunder renewed, in whole or thereunder in part, without notice or further assent from it, and that it will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of remain bound under this Guarantee Agreement notwithstanding any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary AMCEH Guarantor Obligation. (b) AMCEH further agrees that this is the AMCEH Guarantor Obligations herein constitute a guarantee of payment when due (and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, ) and waives any right to require a proceeding first against that any resort be had by any Holder to any security held for payment thereof. (c) The AMCEH Guarantor Obligations hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the IssuerAMCEH Guarantor Obligations in full), protestincluding any claim of waiver, notice release, surrender, alteration or compromise, and all demands shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever and covenant that this Note Guarantee or by reason of the invalidity, illegality or unenforceability of the AMCEH Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of AMCEH herein shall not be discharged except or impaired or otherwise affected by complete (i) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against AMCEH or any other person under, the Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal granted; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, the Notes or any other agreement; (iv) the failure of any Holder to exercise any right or remedy against any other Guarantor; (v) any change in the ownership of the Company (other than as contemplated by the Indenture); (vi) any default, failure or delay, willful or otherwise, in the performance of the obligations contained AMCEH Guarantor Obligations; or (vii) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the Notes and this Indenture. If any Holder risk of AMCEH or would otherwise operate as a discharge of AMCEH as a matter of law or equity. (d) AMCEH agrees that the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, AMCEH Guarantor Obligations shall be reinstated remain in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby effect until payment in full thereof or until AMCEH is released from its AMCEH Guarantor Obligations in compliance with Section 2 herein. AMCEH further agrees that the AMCEH Guarantor Obligations herein shall continue to be effective or shall be reinstated, as the case may be, if at any time payment, or any part thereof, of all obligations guaranteed hereby. Each Subsidiary principal or interest on any amount thereof is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of AMCEH or otherwise. (e) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against AMCEH by virtue hereof, upon the failure of the Issuer to pay any of the AMCEH Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, ACMEH hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of the unpaid amount of such AMCEH Guarantor Obligations then due and owing. (f) AMCEH further agrees that, as between the Subsidiary GuarantorsAMCEH, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the obligations guaranteed hereby its AMCEH Guarantor Obligations may be accelerated as provided for in Article Six hereof the Indenture for the purposes of this Subsidiary Guaranteeits Guarantee Agreement herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, its AMCEH Guarantor Obligations and (y) in the event of any such declaration of acceleration of such obligations as provided in Article Six hereofAMCEH Guarantor Obligations, such obligations AMCEH Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors AMCEH for the purpose purposes of this Subsidiary GuaranteeGuarantee Agreement. (g) AMCEH shall not pledge any of its assets to secure the AMCEH Guarantor Obligations. (h) The AMCEH Guarantor Obligations under this Guarantee Agreement shall not be Guaranteed by any other of AMCEH’s or Issuer’s subsidiary. (i) Notwithstanding any term or provision of this Guarantee Agreement, the maximum aggregate amount of the AMCEH Guarantor Obligations for which AMCEH shall be liable shall not exceed the maximum amount for which AMCEH can be liable without rendering this Guarantee Agreement, as it relates to AMCEH, subject to avoidance under applicable law relating to fraudulent conveyance or fraudulent transfer (including Section 548 of Title 11 of the United States Code (the “Bankruptcy Code”) or any applicable provisions of comparable state law) (collectively, “Fraudulent Transfer Laws”), in each case after giving effect (i) to all other liabilities of AMCEH, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of AMCEH in respect of intercompany indebtedness to the Issuer to the extent that such indebtedness would be discharged in an amount equal to the amount paid by AMCEH hereunder) and (ii) to the value as assets of AMCEH (as determined under the applicable provisions of such Fraudulent Transfer Laws).