Common use of Guarantee Clause in Contracts

Guarantee. The Guarantor hereby unconditionally and irrevocably guarantees to each Holder of a Security authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of, and premium, if any, and interest and Additional Amounts, if any, on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or this Indenture, any failure to enforce the provisions of such Security or this Indenture, any extension of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged in respect of any Security except by complete performance of the obligations contained in such Security and in this Indenture and in this Guarantee. This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returned.

Guarantee. The Guarantor hereby Subject to this Article 12, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal and Aggregate Accreted Principal Amount of, premium and premiuminterest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption, repurchase or otherwise, and interest on the overdue principal and Aggregate Accreted Principal Amount of and premium and interest on the Notes, if any, if lawful, and interest all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and Additional Amountsthereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, if any, on such Security that same will be promptly paid in full when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or Maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and as if severally obligated to pay the same immediately, whether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Article 7 hereof. Each Guarantor agrees that this is a guarantee of payment were made by the Companyand not a guarantee of collection. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor Guarantors hereby agrees agree that its their obligations hereunder shall be absolute and unconditional unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of such Security the Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension of time for payment waiver or performance consent by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Holder with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Company, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; providedGuarantor. To the extent permitted by applicable law, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The each Guarantor hereby waives the benefits of and relinquishes diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Note Guarantee will shall not be discharged in respect of any Security except by complete performance of the obligations contained in such Security the Notes and in this Indenture and in this GuaranteeIndenture. This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, If any Holder or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, is required by any court or byotherwise to return to the Company, the Holder of such SecurityGuarantors or any custodian, subject trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the terms Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and conditions set forth in this Indentureeffect. To the extent permitted by applicable law, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor it shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the principal ofGuarantors, on the one hand, and premium, if any, the Holders and interest, if anythe Trustee, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shallother hand, to the fullest extent permitted by lawapplicable law (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 7 hereof for the purposes of this Note Guarantee, continue 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 7 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to be effective or reinstated, seek contribution from any non-paying Guarantor so long as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder exercise of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had right does not been made. In impair the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to rights of the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedHolders under the Note Guarantee.

Guarantee. The Guarantor hereby unconditionally (a) Subject to this Article Nine, each of the Guarantors hereby, jointly and irrevocably guarantees severally, fully and unconditionally, guarantees, on a senior unsecured basis, to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of the Indenture, the due and punctual payment Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of, and 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 Additional Amountsinterest on the overdue principal of and interest on the Notes, if any, on if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such Security other obligations, that same will be promptly paid in full when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or Maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and as if such payment were made by severally obligated to pay the Companysame immediately. The Guarantor's obligation to make Each Guarantor agrees that this is a guarantee of payment may be satisfied by direct payment and not a guarantee of the required amounts by the Guarantor collection. (b) The Guarantors hereby agree that, to the Holder of the Security or to a Paying Agentmaximum extent permitted under applicable law, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its their obligations hereunder shall be absolute and unconditional unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of such Security the Notes or this the Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Notes with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Company, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; providedGuarantor. Subject to Section 6.06, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Guarantee will shall not be discharged in respect of any Security except by complete performance of the obligations contained in such Security and in the Notes, this Supplemental Indenture and the Base Indenture (as it relates to the Notes). (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in this Guarantee. This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor hereby agrees thatrelation to the Company or any Guarantor, in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted amount paid by the Company or any Guarantor to the Trustee on behalf of, or bysuch Holder, the Holder Guarantee hereunder of such Securityany Guarantor, subject to the terms extent theretofore discharged, shall be reinstated in full force and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The effect. (d) Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor it shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the principal ofGuarantors, on the one hand, and premiumthe Holders and the Trustee, if anyon the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and interest(y) in the event of any declaration of acceleration of such obligations as provided in Article Six, if any, on all Securities issued hereunder such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have been paid the right to seek contribution from any non-paying Guarantor, in full. This Guarantee shall remain a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in full force and effect and continue notwithstanding any petition filed by or against accordance with GAAP, so long as the Company for liquidation or reorganization, exercise of such right does not impair the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part rights of the Company's assetsHolders under the Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and shall, senior in right of payment to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder all existing and future Subordinated Indebtedness of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedGuarantor.

Guarantee. The Guarantor hereby Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees to each Holder of Securities of a Security particular series as to which it is a Guarantor authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such Holderseries or the obligations of the Company hereunder or thereunder, the due and punctual payment of that: (a) the principal of, premium, if any, and interest on the Securities of such series will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and premium, if any, and interest and Additional Amountson the Securities of such series, if any, on if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities of such Security series or any of such other obligations, that same will be promptly paid in full when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and as if such payment were made by severally obligated to pay the Companysame immediately. The Guarantor's obligation to make Each Guarantor agrees that this is a guarantee of payment may be satisfied by direct payment and not a guarantee of collection. Subject to this Article 11, the required amounts by the Guarantor to the Holder of the Security or to a Paying AgentGuarantors hereby, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereofjointly and severally, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees agree that its their obligations hereunder shall be absolute and unconditional unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of such Security the Securities of a series or this Indenture, the absence of any failure action to enforce the provisions same, any waiver or consent by any Holder of the Securities of such Security series with respect to any provisions hereof or this Indenturethereof, the recovery of any judgment against the Company, any extension of time for payment or performance by action to enforce the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Security Guarantee will shall not be discharged in respect of any Security except by complete performance of the obligations contained in the Securities of such Security series and in this Indenture and in this GuaranteeIndenture. This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, If any Holder or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, is required by any court or byotherwise to return to the Company, the Holder of such SecurityGuarantors or any custodian, subject trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the terms Trustee or such Holder, this Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Companyeffect. The Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor it shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the principal ofGuarantors, on the one hand, and premiumthe Holders and the Trustee, if anyon the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and interest(y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, if any, on all Securities issued hereunder such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding the right to seek contribution from any petition filed by or against non-paying Guarantor so long as the Company for liquidation or reorganization, exercise of such right does not impair the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part rights of the Company's assets, and shall, to Holders under the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedGuarantee.

Guarantee. The Guarantor (1) Notwithstanding any provision of this Article X to the contrary, the provisions of this Article X relating to the 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 Guarantors. (2) For value received, each of the Guarantors hereby fully, unconditionally and irrevocably absolutely guarantees (each, a “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee, Holders and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of, and premium, if any, and interest on the Securities and Additional Amountsall other amounts due and payable under this Indenture and the Securities by the Company, when and as such principal, premium, if any, on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same interest shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by according to the Company. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment terms of the required amounts by the Guarantor Securities and this Indenture, subject to the Holder limitations set forth in Section 10.03. (3) Failing payment when due of any amount guaranteed pursuant to the related Guarantee, for whatever reason, each of the Security or to a Paying Agent, or by causing the Company Guarantors will be jointly and severally obligated to pay such amount the same immediately. Each of the Guarantees hereunder is intended to such Holder or be a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereofgeneral, this Guarantee is an unsecured and subordinated unsecured, senior obligation of the related Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally pari passu in right of payment with all other general unsecured Debt of such Guarantor that is not, by its terms, expressly subordinated indebtedness in right of payment to such Guarantee. Each of the Guarantor. The Guarantor Guarantors hereby agrees that its obligations hereunder shall be absolute full, unconditional and unconditional absolute, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of such Security the Securities or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment the Securities with respect to any provisions hereof or performance by thereof, the recovery of any judgment against the Company as provided by such Security or this Indentureany Guarantor, or any waiver, modification or indulgence granted action to enforce the Company with respect thereto, by the Holder of such Security or the Trustee same or any other circumstance circumstances which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent Guarantors. Each of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged in respect of any Security except by complete performance of the obligations contained in such Security and in this Indenture and in this Guarantee. This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor Guarantors hereby agrees that, that in the event of a default in payment of principalthe principal of, or premium, if any, or interest, if any, interest on any Securitythe Securities of such series, whether at its the Stated Maturity, Maturity or by declaration of acceleration, call for redemption, redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, of the Holder of such SecurityHolders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against the such Guarantor to enforce this such Guarantee without first proceeding against the Company. Company or any other Guarantor. (4) The Guarantor agrees that ifobligations of each of the Guarantors under this Article X shall be as aforesaid full, after 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 occurrence obligations and during liabilities of the continuance of an Event of Default, the Trustee Company or any of the Holders are prevented Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the 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 applicable law from exercising the Company, any of the 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 Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the 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 Company or any of the 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 Company or any of the 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 Company or any of the Guarantors or any of their respective rights to accelerate assets, or the maturity disaffirmance of the Securities, to collect interest on the SecuritiesGuarantee or this Indenture in any such proceeding, (viii) the release or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account discharge of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee Company or any of the Holders. The obligations 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 Guarantor hereunder with respect to Securities of such series, the related Guarantees or this Indenture or (x) any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, other circumstances (other than payment in full or has been deemed discharge of all amounts guaranteed pursuant to the provisions related Guarantees) which might otherwise constitute a legal or equitable discharge of Article Seven a surety or guarantor. (5) Each of this Indenture the 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 Company or any of the Guarantors, and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such Guarantee. Each of the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have beencontinued in existence notwithstanding such application, paid in full and such Guarantee shall continue to be effective or otherwise discharged. The Guarantor be reinstated, as the case may be, as though such application had not been made. (6) Each of the Guarantors shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed Holders and the Trustee against the Company in respect of any amounts paid by the such Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the principal of, Securities of such series and premium, if any, and interest, if any, on all Securities issued hereunder the related Guarantees shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returneddischarged.

Guarantee. The Guarantor hereby Subject to this Article 11, each of the Guarantors hereby, jointly and severally, fully, unconditionally and irrevocably guarantees guarantees, as a primary obligor and not merely as a surety, to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, and premium, if any, and interest and Additional Amountsinterest, if any, on such Security the Notes will be promptly paid in full when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by declaration of acceleration, call for redemption, redemption or otherwise, and interest on the overdue principal of, premium, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and as if severally obligated to pay the same immediately. Each Guarantor agrees that this Subsidiary Guarantee is a general unsecured obligation of such payment were made by the Company. The Guarantor's obligation to make Guarantor and it is a guarantee of payment may be satisfied by direct payment and not a guarantee of collection. Subject to this Article 11, the required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor Guarantors hereby agrees agree that its their obligations hereunder shall be absolute and unconditional unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of such Security the Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension of time for payment waiver or performance consent by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Holder with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Company, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this Subsidiary Guarantee will shall not be discharged in respect of any Security except by complete performance of the obligations contained in such Security the Notes and in this Indenture and in this GuaranteeIndenture. This Guarantee shall constitute a guarantee of payment and not of collection. The Each Guarantor hereby expressly waives all statutory suretyship defenses that it may waive under applicable law, including, without limitation, California Civil Code Section 2856. Each Guarantor also agrees thatto pay, in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject addition to the terms amount stated above, any and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence all costs and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due expenses (including reasonable attorneys’ fees and payable had such rights and remedies been permitted to be exercised expenses) incurred by the Trustee or any of Holder in enforcing any rights under this Section 11.01. If any Holder or the Holders. The obligations of the Guarantor hereunder with respect Trustee is required by any court or otherwise to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant return to the provisions of Article Seven of this Indenture Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against either the Company in respect of or the Guarantors, any amounts amount paid by the Company or a Guarantor on account of such Security pursuant either to the provisions of its Guarantee Trustee or such Holder, this Indenture; providedSubsidiary Guarantee, howeverto the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that the Guarantor it shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the principal ofGuarantors, on the one hand, and premiumthe Holders and the Trustee, if anyon the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 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 interest(y) in the event of any declaration of acceleration of such obligations as provided in Article 6, if any, on all Securities issued hereunder such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have been paid in fullthe 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 this Subsidiary Guarantee. This Each Subsidiary Guarantee shall remain in full force and effect and continue notwithstanding to be effective should any petition be filed by or against the Company or any Guarantor for liquidation or reorganization, should the Company becoming or any Guarantor become insolvent or making make an assignment for the benefit of creditors or should a receiver or trustee being be appointed for all or any significant part of the Company's ’s or any other Guarantor’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of any Security upon which this Guarantee is endorsed, isthe Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Securityobligee on the Notes or Subsidiary Guarantees, whether as a "“voidable preference," "” “fraudulent transfer," ” or otherwise, all as though such payment or performance had not been made. In the event that any payment, payment or any part thereof, is rescinded, reduced, restored or returned on a Securityreturned, such Security the Notes shall, to the fullest extent permitted by law, be reinstated and deemed paid reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Subsidiary Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Subsidiary 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 Debt of such Guarantor, if any. Each payment to be made by a Guarantor in respect of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. The Guarantor hereby (a) Subject to this Article 12, each of the Guarantors hereby, jointly and severally, fully and unconditionally and irrevocably guarantees to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal of, and premium, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, upon repurchase or redemption or otherwise, and Additional Amountsinterest on the overdue principal of, premium and (to the extent permitted by law) interest, if any, on such Security when the Notes and as all other obligations of the same shall become due and payableCompany to the Holders or the Trustee under this Indenture or the Notes will be promptly paid in full or performed, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, all in accordance with the terms of such Security this Indenture and of this Indenture, regardless the Notes; and (2) in case of any defenseextension of time of payment or renewal of any Notes or any of such other obligations, right of set-off the same will be promptly paid in full when due or counterclaim that performed in accordance with the Guarantor may have (except the defense of payment). In case terms of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payableextension or renewal, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and as if such payment were made by severally obligated to pay the Companysame immediately. The Guarantor's obligation to make Each Guarantor agrees that this is a guarantee of payment may be satisfied by direct payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the required amounts by the Guarantor to the Holder validity, regularity or enforceability of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Notes with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Company, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this Guarantee will not be discharged in respect of any Security 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 Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or the Guarantors, any amount paid by the Company or any Guarantor to the Trustee or such Security and in this Indenture and in Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it 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. This Guarantee shall constitute a guarantee of payment and not of collection. The Each Guarantor hereby further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of accelerationacceleration of such obligations as provided in Article 6 hereof, call for redemption, such obligations (whether or otherwise, legal proceedings may be instituted not due and payable) will forthwith become due and payable by the Trustee on behalf of, or by, Guarantor for the Holder purpose of this Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such Security, subject to right does not impair the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any rights of the Holders are prevented by applicable law from exercising their respective rights to accelerate under the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedGuarantee.

Guarantee. The 10.1 In consideration of the Purchaser making the Offer, the Guarantor hereby irrevocably and unconditionally and irrevocably guarantees to each Holder of a Security authenticated and delivered the Purchaser punctual performance by the Trustee, Seller of all of the Seller’s obligations pursuant to this letter and undertakes to the Trustee on behalf of such HolderPurchaser that: (a) whenever the Seller does not pay any amount when due pursuant to or in connection with this letter, the due and punctual payment of Guarantor shall immediately on demand pay that amount as if it was the principal obligor; (b) whenever the Seller fails to perform any other obligations pursuant to this letter, the Guarantor shall immediately on demand perform (or procure performance of) and satisfy (or procure the satisfaction of) that obligation; and (c) agrees as principal debtor and primary obligor to indemnify the Purchaser against all losses and damages sustained by it flowing from any non-payment or default of any kind by the Seller under or pursuant to this letter, and premium, if any, and interest and Additional Amounts, if any, on such Security when and as so that the same shall become due benefits are conferred on the Purchaser as it would have received if such obligation had been performed and payable, whether at satisfied by the Stated Maturity, Seller. 10.2 This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by declaration of acceleration, call for redemption, or otherwise, in accordance with the terms of such Security and of Seller pursuant to this Indentureletter, regardless of any defense, right of set-off intermediate payment or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity discharge in whole or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by the Guarantor in part. 10.3 Save to the Holder of extent provided in paragraph 10.4 the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation obligations of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or this Indenture, any failure to enforce the provisions of such Security or this Indenture, any extension of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged or affected by: (a) any time, waiver or consent granted to the Seller or any other person; (b) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against the Seller pursuant to this letter; (c) the insolvency (or similar proceedings) of the Seller, any incapacity or lack of power, authority or legal personality of the Seller or change in control, ownership or status of the Seller; (d) any unenforceability or invalidity of any obligation of the Seller; or (e) any amendment to this letter. 10.4 For the avoidance of doubt, the Guarantor shall have no liability under this paragraph 10 in respect of any Security except by complete performance liability of the Seller pursuant to this letter to the extent that such liability is amended or varied in accordance with paragraph 11.1, and the Guarantor’s obligations contained under this paragraph 10 in respect of such Security and in this Indenture and in this Guarantee. This Guarantee obligation or liability as it subsists following such amendment, variation or waiver shall constitute a guarantee of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principalbe determined by reference to such obligation as so amended or varied, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the taking account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had extent to which such rights and remedies been permitted to be exercised by the Trustee obligation or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or liability has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedwaived.

Guarantee. The Guarantor Subject to this Article Thirteen, each of the Guarantors hereby agrees, jointly and severally, to unconditionally and irrevocably guarantees guarantee to each Holder of a Security authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Securities or the obligations of the Company hereunder or thereunder, that: (a) the principal of, and premiuminterest, if any, and interest and Additional Amountson, if any, on such Security the Securities will be promptly paid in full when and as the same shall become due and payabledue, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption purchase or otherwise, and as if such payment were made by the Company. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment (b) all other obligations of the required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder the Holders or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to Trustee under the Indenture andand the Securities will be fully and punctually performed within the grace period set forth in Section 6.01(c), except as permitted by Section 806 hereofif applicable. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, will rank at least equally with all other unsecured subordinated indebtedness the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of the Guarantorpayment and not a guarantee of collection. The Guarantor Guarantors hereby agrees agree that its their obligations hereunder shall be absolute and unconditional unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of such Security the Securities or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Securities with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Company, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Subsidiary Guarantee will shall not be discharged in respect of any Security except by complete performance of the obligations contained in such Security the Securities and in this Indenture and in this GuaranteeIndenture. This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, If any Holder or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, is required by any court or byotherwise to return to the Company, the Holder of such SecurityGuarantors or any custodian, subject trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the terms Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Companyeffect. The Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor it shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to the Holders of Securities in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the principal ofGuarantors, on the one hand, and premiumthe Holders and the Trustee, if anyon the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and interest(y) in the event of any declaration of acceleration of such obligations as provided in Article Six, if any, on all Securities issued hereunder such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Subsidiary Guarantee. The Guarantors shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding the right to seek contribution from any petition filed by or against non-paying Guarantor so long as the Company for liquidation or reorganization, exercise of such right does not impair the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part rights of the Company's assets, and shall, to Holders under the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedSubsidiary Guarantee.

Guarantee. The Guarantor hereby unconditionally (a) Subject to this Article Ten, each of the Guarantors hereby, jointly and irrevocably guarantees severally, fully and unconditionally, guarantees, on a senior unsecured basis, to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of, and 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 Additional Amountsinterest on the overdue principal of and interest on the Notes, if any, on if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee under the Notes or this Indenture will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such Security other obligations, that same will be promptly paid in full when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or Maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and as if such payment were made by severally obligated to pay the Companysame immediately. The Guarantor's obligation to make Each Guarantor agrees that this is a guarantee of payment may be satisfied by direct payment and not a guarantee of the required amounts by the Guarantor collection. (b) The Guarantors hereby agree that, to the Holder of the Security or to a Paying Agentmaximum extent permitted under applicable law, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its their obligations hereunder shall be absolute and unconditional unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of such Security the Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Notes with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Company, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; providedGuarantor. Subject to Section 6.06, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Guarantee will shall not be discharged in respect of any Security except by complete performance of the obligations contained in such Security the Notes and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in this Indenture and in this Guarantee. This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor hereby agrees thatrelation to the Company or any Guarantor, in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted amount paid by the Company or any Guarantor to the Trustee on behalf of, or bysuch Holder, the Holder Guarantee hereunder of such Securityany Guarantor, subject to the terms extent theretofore discharged, shall be reinstated in full force and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The effect. (d) Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor it shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the principal ofGuarantors, on the one hand, and premiumthe Holders and the Trustee, if anyon the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and interest(y) in the event of any declaration of acceleration of such obligations as provided in Article Six, if any, on all Securities issued hereunder such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have been paid the right to seek contribution from any non-paying Guarantor, in full. This Guarantee shall remain a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in full force and effect and continue notwithstanding any petition filed by or against accordance with GAAP, so long as the Company for liquidation or reorganization, exercise of such right does not impair the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part rights of the Company's assetsHolders under the Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Ten shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and shall, senior in right of payment to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder all existing and future Subordinated Indebtedness of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedGuarantor.

Guarantee. The Guarantor hereby (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees Guarantees to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Issuers hereunder or thereunder, that: (1) the principal of, and premiumpremium on, if any, and interest and Additional AmountsInterest, if any, on such Security on, the Notes will be promptly paid in full when and as the same shall become due and payabledue, whether at the Stated Maturity, by declaration of acceleration, call for redemption, redemption or otherwise, and interest on the overdue principal of, premium on, if any, interest and Additional Interest, if any, on, the Notes, if lawful, and all other obligations of the 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 (2) 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 such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or Maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors will be jointly and as if such severally obligated to pay the same immediately. Each Guarantor agrees that this is a Guarantee of payment were made by the Company. and not a Guarantee of collection. (b) The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the required amounts by the Guarantor to the Holder validity, regularity or enforceability of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Notes with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Issuers, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Note Guarantee will not be discharged in respect of any Security 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 Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid by any of them to the Trustee or such Security Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in this Indenture and relation to the Holders in this Guaranteerespect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. This Guarantee shall constitute a guarantee of payment and not of collection. The Each Guarantor hereby further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby, and (2) in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of accelerationacceleration of such obligations as provided in Article 6 hereof, call for redemption, such obligations (whether or otherwise, legal proceedings may be instituted not due and payable) will forthwith become due and payable by the Trustee on behalf of, or by, Guarantors for the Holder purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such Security, subject to right does not impair the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any rights of the Holders are prevented by applicable law from exercising their respective rights to accelerate under the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedNote Guarantee.

Guarantee. The Guarantor hereby unconditionally and irrevocably guarantees to each Holder of a Security authenticated and delivered by the TrusteeSecurity, and to the Trustee on behalf of each such Holder, the due and punctual payment of the principal of, and premium, premium (if any, ) and interest on such Security and Additional Amounts, if any, on the due and punctual payment of any sinking fund payments provided for pursuant to the terms of such Security when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, redemption or otherwise, in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such principal, premium (if any), interest, or sinking fund payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or Maturity, by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such any Security of any series or this Indenture, any failure to enforce the provisions of such any Security of any series or this Indenture, any extension of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, thereto by the Holder of such any Security of any series or the Trustee Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that that, notwithstanding the foregoing, no such waiver, modification modification, indulgence or indulgence shall, circumstance shall without the consent of the Guarantor, Guarantor increase the principal amount of such a Security or the interest rate thereon or change the currency of payment with respect to any Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change alter the Stated Maturity thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or acceleration of the maturity thereof pursuant to Article Eight of this IndentureSection 502, or increase any premium payable upon redemption thereof or increase any sinking fund payment required under such Security. The Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect to any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that this Guarantee will not be discharged in respect of any Security except by complete performance of the obligations contained in such Security and in this Indenture and in this Guarantee. This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid except by payment in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, premium (if any, ) and interest, if any, thereon. If at any time any payment of principal of, premium (if any) and interest on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by such Security is rescinded or against must be otherwise restored or returned upon the Company for liquidation insolvency, bankruptcy or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part reorganization of the Company's assets, and shall, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as of the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder date of such Securityrescission, whether as a "voidable preference," "fraudulent transfer," restoration or otherwise, all return as though such payment or performance had become due but had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, made at such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedtime.

Guarantee. The Guarantor hereby unconditionally Subject to this Article 10, from and after the Issue Date, each of the Guarantors hereby, jointly and severally, irrevocably guarantees and unconditionally, guarantees, on an unsecured senior basis, to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Notes or the Obligations of the Issuers hereunder or thereunder, that: (a) the principal of, of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and Additional Amountsinterest on the Notes, if any, on if lawful, and all other Obligations of the Issuers to the Holders or the Trustee hereunder or under the Notes shall be promptly paid in full, 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 Security when and as the other obligations, that same shall become be promptly paid in full when due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and as if such severally obligated to pay the same promptly. Each Guarantor agrees that this is a guarantee of payment were and not a guarantee of collection. All payments under each Guarantee will be made by the Companyin dollars. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor Guarantors hereby agrees agree that its their obligations hereunder shall be absolute and unconditional unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of such Security the Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension of time for payment waiver or performance consent by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Holder with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security any judgment against the Issuer or the Trustee Co-Issuer, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent guarantor (other than payment in full of all of the Guarantor, increase Obligations of the principal amount of such Security, Issuers hereunder or increase under the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereofNotes), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Guarantor hereby waives waives, to the benefits of fullest extent permitted by law, diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer or the Co-Issuer, any right to require a proceeding first against the CompanyIssuers, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this Guarantee will shall not be discharged in respect of any Security except by complete performance full payment of the obligations contained in such Security the Notes and in this Indenture and or by release in this Guarantee. This Guarantee shall constitute a guarantee accordance with the provisions of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the . Each Guarantor also agrees to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence pay any and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due all costs and payable had such rights and remedies been permitted to be exercised expenses (including reasonable attorneys’ fees) incurred by the Trustee or any of Holder in enforcing any rights under this Section 10.01. If any Holder or the Holders. The obligations of Trustee is required by any court or otherwise to return to the Guarantor hereunder with respect Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, then any Security amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid reinstated in full or otherwise dischargedforce and effect. The Each Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, agrees that the Guarantor it shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the principal ofGuarantors, on the one hand, and premiumthe Holders and the Trustee, if anyon the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and interest(y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, if any, on all Securities issued hereunder such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have been paid 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 fullfull 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. This Until terminated in accordance with Section 10.06, each Guarantee shall remain in full force and effect and continue notwithstanding to be effective should any petition be filed by or against the Company Issuer or the Co-Issuer for liquidation or liquidation, reorganization, should the Company becoming Issuer or the Co-Issuer become insolvent or making make an assignment for the benefit of creditors or should a receiver or trustee being be appointed for all or any significant part of the Company's 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 any Security upon which this Guarantee is endorsed, isthe Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Securityobligee 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, payment or any part thereof, is rescinded, reduced, restored or returned on a Securityreturned, such Security the Notes shall, to the fullest extent permitted by law, be reinstated and deemed paid 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. The Guarantor hereby (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal of, and premium, if any, on, and interest and Additional Amountsinterest, if any, on such Security the Notes will be promptly paid in full when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by declaration of acceleration, call for redemption, redemption or otherwise, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) 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 such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and as if such payment were made by severally obligated to pay the Companysame immediately. The Guarantor's obligation to make Each Guarantor agrees that this is a guarantee of payment may be satisfied by direct payment and not a guarantee of collection. (b) Other than as provided for in Article 8 and Article 10 hereof, the Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the required amounts by the Guarantor to the Holder validity, regularity or enforceability of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Notes with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Company, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Guarantee will not be discharged in respect of any Security except pursuant to Article 8 or Article 10 or 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 Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Security and in this Indenture and in Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it 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. This Guarantee shall constitute a guarantee of payment and not of collection. The Each Guarantor hereby further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of accelerationacceleration of such obligations as provided in Article 6 hereof, call for redemption, such obligations (whether or otherwise, legal proceedings may be instituted not due and payable) will forthwith become due and payable by the Trustee on behalf of, or by, Guarantors for the Holder purpose of this Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such Security, subject to right does not impair the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any rights of the Holders are prevented by applicable law from exercising their respective rights to accelerate under the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedGuarantee.

Guarantee. The Guarantor hereby (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal of, premium and premiumSpecial Interest, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and Additional Amountsinterest on the overdue principal of and interest on the Notes, if any, on if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such Security other obligations, that same will be promptly paid in full when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and as if such payment were made by severally obligated to pay the Companysame immediately. The Guarantor's obligation to make Each Guarantor agrees that this is a guarantee of payment may be satisfied by direct payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the required amounts by the Guarantor to the Holder validity, regularity or enforceability of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Notes with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Company, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Note Guarantee will not be discharged in respect of any Security 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 Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Security Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in this Indenture and relation to the Holders in this Guaranteerespect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. This Guarantee shall constitute a guarantee of payment and not of collection. The Each Guarantor hereby further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of accelerationacceleration of such obligations as provided in Article 6 hereof, call for redemption, such obligations (whether or otherwise, legal proceedings may be instituted not due and payable) will forthwith become due and payable by the Trustee on behalf of, or by, Guarantors for the Holder purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such Security, subject to right does not impair the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any rights of the Holders are prevented by applicable law from exercising their respective rights to accelerate under the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedNote Guarantee.

Guarantee. The Guarantor hereby (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Issuer hereunder or thereunder, that: (1) the principal of, and premium, if any, and interest on, the Notes will be promptly paid in full when due, whether at stated maturity, by acceleration, redemption or otherwise, and Additional Amountsinterest on the overdue principal of and interest on the Notes, if any, on 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 (2) in case of any extension of time of payment or renewal of any Notes or any of such Security other obligations, that same will be promptly paid in full when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and as if such payment were made by severally obligated to pay the Companysame immediately. The Guarantor's obligation to make Each Guarantor agrees that this is a guarantee of payment may be satisfied by direct payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the required amounts by the Guarantor to the Holder validity, regularity or enforceability of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Notes with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Issuer, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Note Guarantee will not be discharged in respect of any Security 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 Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid by any of the foregoing to the Trustee or such Security Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in this Indenture and relation to the Holders in this Guaranteerespect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. This Guarantee shall constitute a guarantee of payment and not of collection. The Each Guarantor hereby further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Article 10, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of accelerationacceleration of such obligations as provided in Article 6 hereof, call for redemption, such obligations (whether or otherwise, legal proceedings may be instituted not due and payable) will forthwith become due and payable by the Trustee on behalf of, or by, Guarantors for the Holder purpose of this Article 10. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such Security, subject to right does not impair the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any rights of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of under this Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returned10.

Guarantee. The (a) Subject to the other provisions of this Article Ten, the Guarantor hereby unconditionally and irrevocably guarantees to each Holder of a Guaranteed Series of Securities (which Security has been authenticated and delivered by the Trustee), and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Guaranteed Series of Securities, or the obligations of the Issuer hereunder or thereunder, that: (1) the principal of, of and premium, if any, and interest on the Guaranteed Series of Securities will be promptly paid in full when due, whether at Maturity, or by acceleration, redemption or otherwise, and Additional Amountsinterest on the overdue principal of and interest on the Guaranteed Series of Securities, if any, on such Security when if lawful, and as all other obligations of the same shall become due and payable, whether at Issuer to the Stated Maturity, by declaration Holders of acceleration, call for redemptionGuaranteed Series of Securities, or otherwisethe Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Guaranteed Series of Securities or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenturethe extension or renewal, regardless whether at stated Maturity, by acceleration or otherwise. Failing payment when due of any defense, right of set-off amount so guaranteed or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such paymentperformance so guaranteed for whatever reason, the Guarantor hereby agrees will be obligated to cause such payment to be made punctually when and as pay the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Companyimmediately. The Guarantor's obligation to make Guarantor agrees that this is a guarantee of payment may be satisfied by direct payment and not a guarantee of collection. (b) To the required amounts by extent permissible under applicable law, the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation obligations of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to under the Indenture andGuaranteed Series of Securities are unconditional, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness irrespective of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective ofvalidity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of such Security the Guaranteed Series of Securities or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Guaranteed Series of Securities with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Issuer, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor. To the extent permitted by applicable law, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this Guarantee the Guaranteed Series of Securities will not be discharged in respect of any Security except by complete performance of the obligations contained in the Guaranteed Series of Securities and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to any of the Issuer or the Guarantor, any amount paid by either to the Trustee or such Security Holder, the Guaranteed Series of Securities, to the extent theretofore discharged, will be reinstated in full force and effect. (d) The Guarantor agrees that it will not be entitled to any right of subrogation in this Indenture and relation to the Holders in this Guarantee. This Guarantee shall constitute a guarantee respect of any obligations guaranteed hereby until payment and not in full of collectionall obligations guaranteed hereby. The Guarantor hereby further agrees that, to the extent permitted by applicable law, as between the Guarantor, on the one hand, and the Holders of Guaranteed Series of Securities and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of the Guaranteed Series of Securities, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder acceleration of such Securityobligations as provided in Article Six hereof, subject to the terms such obligations (regardless of whether due and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor payable) will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been forthwith become due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part purpose of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment Guaranteed Series of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedSecurities.

Guarantee. The Guarantor hereby unconditionally (a) Subject to this Article Ten, each of the Guarantors hereby, jointly and irrevocably guarantees severally, fully and unconditionally, guarantees, on a senior unsecured basis, to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of, and 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 Additional Amountsinterest on the overdue principal of and interest on the Notes, if any, on if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such Security other obligations, that same will be promptly paid in full when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and as if such payment were made by severally obligated to pay the Companysame immediately. The Guarantor's obligation to make Each Guarantor agrees that this is a guarantee of payment may be satisfied by direct payment and not a guarantee of the required amounts by the Guarantor collection. (b) The Guarantors hereby agree that, to the Holder of the Security or to a Paying Agentmaximum extent permitted under applicable law, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its their obligations hereunder shall be absolute and unconditional unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of such Security the Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Notes with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Company, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; providedGuarantor. Subject to Section 6.06, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Guarantee will shall not be discharged in respect of any Security except by complete performance of the obligations contained in such Security the Notes and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in this Indenture and in this Guarantee. This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor hereby agrees thatrelation to the Company or any Guarantor, in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted amount paid by the Company or any Guarantor to the Trustee on behalf of, or bysuch Holder, the Holder Guarantee hereunder of such Securityany Guarantor, subject to the terms extent theretofore discharged, shall be reinstated in full force and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The effect. (d) Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor it shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the principal ofGuarantors, on the one hand, and premiumthe Holders and the Trustee, if anyon the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and interest(y) in the event of any declaration of acceleration of such obligations as provided in Article Six, if any, on all Securities issued hereunder such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have been paid the right to seek contribution from any non-paying Guarantor, in full. This Guarantee shall remain a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in full force and effect and continue notwithstanding any petition filed by or against accordance with GAAP, so long as the Company for liquidation or reorganization, exercise of such right does not impair the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part rights of the Company's assetsHolders under the Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Ten shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and shall, senior in right of payment to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder all existing and future Subordinated Indebtedness of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedGuarantor.

Guarantee. The Guarantor hereby (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal of, premium and premiumLiquidated Damages, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and Additional Amountsinterest on the overdue principal of and interest on the Notes, if any, on if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such Security other obligations, that same will be promptly paid in full when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and as if such payment were made by severally obligated to pay the Companysame immediately. The Guarantor's obligation to make Each Guarantor agrees that this is a guarantee of payment may be satisfied by direct payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the required amounts by the Guarantor to the Holder validity, regularity or enforceability of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Notes with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Company, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Note Guarantee will not be discharged in respect of any Security 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 Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Security Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in this Indenture and relation to the Holders in this Guaranteerespect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. This Guarantee shall constitute a guarantee of payment and not of collection. The Each Guarantor hereby further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of accelerationacceleration of such obligations as provided in Article 6 hereof, call for redemption, such obligations (whether or otherwise, legal proceedings may be instituted not due and payable) will forthwith become due and payable by the Trustee on behalf of, or by, Guarantors for the Holder purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such Security, subject to right does not impair the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any rights of the Holders are prevented by applicable law from exercising their respective rights to accelerate under the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedNote Guarantee.

Guarantee. The Guarantor hereby unconditionally and irrevocably guarantees to each Holder and in favour of a Security authenticated the Lender as principal debtor and delivered by the Trustee, and to the Trustee on behalf of such Holdernot as surety, the due and punctual payment of the principal ofLoan and all present and future debts, liabilities and obligations in respect of the Loan, now or at any time and from time to time hereafter due or owing by the Borrower to the Lender under or pursuant to the Commitment and/or the Loan Documents as and when same fall due, whether direct or indirect, absolute or contingent, matured or not, including, without limitation, all damages, costs, legal costs as between a solicitor and his own client, charges and expenses which may become due or payable to the Lender pursuant to any of the Loan Documents or enforcement thereof, and premium, if any, and interest and Additional Amounts, if any, on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off or counterclaim that the Guarantor may have (except the defense of payment). In case will well and truly observe and perform all of the failure covenants, terms and conditions of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment Loan Documents to be made punctually when observed and performed by the Borrower (all of which promises to pay, observe and perform being hereinafter collectively referred to as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company‘Liabilities’). The Guarantor's obligation to make ’s guarantee hereunder shall be on a guarantee payment may be satisfied by direct payment joint and several basis with the Borrower and with any other guarantor of the required amounts Liabilities, irrespective of whether such other guarantor (if any) is not named herein. This Guarantee shall be an absolute, continuing and irrevocable guarantee by the Guarantor of all of the Liabilities and shall apply to and secure any ultimate balance due or remaining due to the Holder of the Security or to Lender and shall be binding as a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated continuing obligation of the Guarantor as well after as before default and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except after as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness before maturity of the GuarantorMortgage, until the Liabilities are fully paid and satisfied, unless provided otherwise herein. If any of the Liabilities are not recoverable from the Guarantor as guarantor, such Liabilities shall be recoverable from the Guarantor as an indemnifier in respect thereof. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, is and shall continue to be unaffected byliable as a principal debtor, notwithstanding the bankruptcy of the Borrower or any act on the part of the Borrower in connection with this Guarantee, any invalidity, irregularity or unenforceability of such Security or this Indenture, any failure to enforce agreement between the provisions of such Security or this Indenture, any extension of time for payment or performance by Lender and the Company as provided by such Security or this IndentureBorrower, or any waiversecurity held by the Lender whereby the Guarantor would otherwise be released or exonerated from its obligations under this Guarantee including, modification without limitation, the granting of time or indulgence granted other indulgences to the Company with respect theretoBorrower, the giving up, discharging, releasing, abandoning, modification, variation, exchange, renewal, assigning, or abstinence from perfecting or taking advantage of any security given or to be given to the Lender by the Holder of such Security Borrower or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase in whole or in part, the principal amount discharge of such Securityany part or parts of or acceptance of any composition or arrangement or realization upon any security given or to be given to the Lender by the Borrower or the Guarantor, or increase the interest rate thereon, any neglect or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice omission with respect to any Security security given to the Lender by the Borrower or the indebtedness evidenced thereby Guarantor. No release of the Borrower, no change or changes in the name of the Borrower, or any other thing whatsoever whereby the Guarantor as surety only would or might have been released shall in any way modify, alter, vary or in any way prejudice the Lender or affect, in any way limit, or lessen the liability of the Guarantor in any way under this covenant, which shall continue and all demands whatsoeverbe binding on the Guarantor, and covenants that this Guarantee will as well after as before maturity of the Mortgage and both before and after default and judgment, until the Liabilities are fully paid and satisfied. The Guarantor shall continue to remain liable hereunder and shall not be discharged released, discharged, limited or in any way affected by anything done, suffered or permitted by the Lender in connection with any duties or liabilities of the Borrower to the Lender, or any security therefor including any loss of or in respect of any Security except security received by complete performance the Lender from the Borrower or any other person. Without limiting the generality of the foregoing and without releasing, discharging, limiting or otherwise affecting in whole or in part the Guarantor's liability hereunder, without obtaining the consent of or giving notice to the Guarantor, the Lender may: Grant extension of time or extensions of time from time to time which may be given by the Lender to the Borrower for payment, observance, performance or fulfilment of any liabilities, indebtedness, agreements or obligations contained in such Security hereby guaranteed and in this Indenture and in this Guarantee. This Guarantee shall constitute a guarantee of payment and not of collection. The the Guarantor hereby covenants and agrees that, in with the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees Lender that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security payments shall be continuing made in accordance with such extension or extensions of time and irrevocable until the date upon which the entire principal of, premium, that if any, and interest and Additional Amounts, if any, on payments are not made in accordance with such Security has been, extension or has been deemed pursuant to the provisions extensions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that time the Guarantor shall not make or cause to be entitled made the payments in accordance with such extension of time; Accept compromises from the Borrower; Realize on any securities now or hereafter held by the Lender; Do or omit to enforce do any other act, matter or thing whatsoever with relation to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all Liabilities hereby guaranteed or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective security or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded securities now or reduced hereafter held in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, respect thereof or any part thereof, is rescinded, reduced, restored of same; or returned on a Security, such Security shall, to Otherwise deal with all other persons and securities as the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedLender may see fit.

Guarantee. The Guarantor hereby (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably, fully and unconditionally guarantees, as primary obligor and irrevocably guarantees not merely as surety, to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of Issuer hereunder or thereunder, that: (1) the principal of, premium and premiumAdditional Interest, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and Additional Amountsinterest on the overdue principal of and interest on the Notes, if any, on such Security when if lawful, and as all other obligations of Issuer to the same shall become due and payable, whether at Holders or the Stated Maturity, by declaration Trustee hereunder or thereunder (including interest accruing after the filing of acceleration, call for redemptionany petition in bankruptcy, or otherwisethe commencement of any insolvency, reorganization or like proceeding, relating to Issuer or a Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) 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 such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or Maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and as if such payment were made by severally obligated to pay the Companysame immediately. The Guarantor's obligation to make Each Guarantor agrees that this is a guarantee of payment may be satisfied by direct payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the required amounts by the Guarantor to the Holder validity, regularity or enforceability of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Notes with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against Issuer, any action to enforce the Trustee same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Note Guarantee will not be discharged in respect of any Security 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 Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either Issuer or the Guarantors, any amount paid by either to the Trustee or such Security Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in this Indenture and relation to the Holders in this Guaranteerespect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. This Guarantee shall constitute a guarantee of payment and not of collection. The Each Guarantor hereby further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of accelerationacceleration of such obligations as provided in Article 6 hereof, call for redemption, such obligations (whether or otherwise, legal proceedings may be instituted not due and payable) will forthwith become due and payable by the Trustee on behalf of, or by, Guarantors for the Holder purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such Security, subject to right does not impair the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any rights of the Holders are prevented by applicable law from exercising their respective rights to accelerate under the maturity Note Guarantee. (e) Each Guarantor hereby agrees that any Guarantor that makes a payment on the obligations under the Guarantees shall be entitled, upon payment in full of all obligations under the SecuritiesGuarantees, to collect interest a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the Securities, or to enforce or exercise any other right or remedy respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP. The provisions of this Section 10.01(e) shall in no respect to limit the Securities, the obligations and liabilities of each Guarantor will pay to the Trustee for the account of and the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted each Guarantor shall remain liable to be exercised by the Trustee or any of and the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment Holders for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only full amount guaranteed by such amount paid and not so rescinded, reduced, restored or returnedGuarantor hereunder.

Guarantee. The Guarantor hereby (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal of, and premiumpremium on, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and Additional Amountsinterest on the overdue principal of, premium on, if any, and interest on the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such Security other obligations, that same will be promptly paid in full when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and as if such payment were made by severally obligated to pay the Companysame immediately. The Guarantor's obligation to make Each Guarantor agrees that this is a guarantee of payment may be satisfied by direct payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the required amounts by the Guarantor to the Holder validity, regularity or enforceability of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Notes with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Company, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Subsidiary Guarantee will not be discharged in respect of any Security except by complete performance of the obligations contained in such Security the Notes and in this Indenture and in this Guarantee. This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returned.

Guarantee. The (a) Guarantor hereby unconditionally and irrevocably guarantees to each Holder of a Security authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, Sprott Lender Parties the due and punctual payment and performance of the principal ofObligations and agrees on written demand of the Agent, and premiumfollowing the occurrence of an Event of Default, if any, and interest and Additional Amounts, if any, on such Security when and as to perform or discharge the same shall become due and payable, whether Obligations which have not been fully performed or discharged at the Stated Maturity, by declaration of acceleration, call times and in the manner provided for redemption, or otherwise, in accordance with this Agreement. (b) Without prejudice to the terms of such Security and of this Indenture, regardless of any defense, right of set-off or counterclaim that the Guarantor may have (except the defense of payment). In case rights of the failure of Sprott Lender Parties against Borrower, Guarantor unconditionally and irrevocably agrees that, as between the Company punctually to make any such paymentSprott Lender Parties and itself, the Guarantor hereby agrees to cause such payment to it will be made punctually when and liable as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or this Indenture, any failure to enforce the provisions of such Security or this Indenture, any extension of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged debtor in respect of any Security except by complete the performance of the obligations contained in such Security and in this Indenture and in this Guarantee. This Guarantee shall constitute a guarantee of payment Obligations and not of collection. The merely as surety and, accordingly, Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, shall be fully liable forthwith on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted demand by the Trustee on behalf ofAgent, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after following the occurrence and during the continuance of an Event of Default, to perform or discharge the Trustee Obligations irrespective of the validity, effectiveness or enforceability of the Obligations against Borrower or any other fact or circumstances which would or might otherwise constitute a legal or equitable discharge of or defence to a guarantor or surety. (c) As a separate and independent obligation, if any of the Obligations are not duly and punctually paid by Borrower and performed by Guarantors under Section 10(a) for any reason whatsoever Guarantor unconditionally and irrevocably agrees to indemnify and save the Sprott Lender Parties harmless from and against any losses which the Sprott Lender Parties may suffer or incur from the failure of Borrower to duly perform such Obligations. (d) The Guarantee of the Obligations is a continuing guarantee and shall remain in effect until all of the Obligations existing or arising or which may arise under or by virtue of the Obligations shall have been paid, performed or discharged in full. (e) Guarantor waives any rights it may have as surety under any Applicable Law which may at any time be inconsistent with any of the provisions hereof or which it may have of first requiring the Sprott Lender Parties to proceed against or claim performance or payment from Borrower or any other Person. (f) The Sprott Lender Parties, without notice to Guarantor and without discharging, prejudicing or affecting the obligations of Guarantor hereunder, may (i) grant time, indulgences, concessions, releases and discharges or any financial accommodation to Borrower; (ii) take, hold, fail to take or hold, vary, deal with, realize, enforce, release or determine not to enforce, perfect or release any other guarantee, indemnity or security for all or any of the Holders are prevented Obligations; or (iii) effect compositions from, and otherwise deal with, Borrower and all other Persons as the Lenders may see fit and generally may otherwise do or omit to do any act or thing which, but for this provision, might operate to discharge, prejudice or affect the obligations of Guarantor hereunder. (g) G▇▇▇▇▇▇▇▇ agrees that the liability of Guarantor under this Guarantee is absolute and unconditional irrespective of: (i) the lack of validity or enforceability of any terms of any of the Credit Documents; (ii) any contest by applicable law from exercising Borrower or any other Person as to the amount of the Obligations, the validity or enforceability of any terms of the Credit Documents or the perfection or priority of any Security; (iii) any defence, counter claim or right of set-off available to Borrower; (iv) any release, compounding or other variance of the liability of Borrower or any other Person liable in any manner under or in respect of the Obligations or the extinguishment of all or any part of the Obligations by operation of law; (v) any change in the time or times for, or place or manner or terms of payment or performance of the Obligations or any consent, waiver, renewal, alteration, extension, compromise, arrangement, concession, release, discharge or other indulgences which any Sprott Lender Party may grant to Borrower or any other Person; (vi) any amendment or supplement to, or alteration or renewal of, or restatement, replacement, refinancing or modification or variation of (including any increase in the amounts available thereunder or the inclusion of an additional borrower thereunder), or other action or inaction under, the Credit Documents or any other related document or instrument, or the Obligations; (vii) any discontinuance, termination or other variation of any terms or conditions of any transaction with, Borrower or any other Person; (viii) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of Borrower, Guarantor or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of Borrower, Guarantor or their respective rights businesses; (ix) any dealings with the security which Security Agent or any Sprott Lender Party holds or may hold pursuant to accelerate the maturity terms and conditions of the SecuritiesCredit Documents, including the taking, giving up or exchange of securities, their variation or realization, the accepting of compositions and the granting of releases and discharges; (x) any limitation of status or power, disability, incapacity or other circumstance relating to collect interest on the SecuritiesBorrower, Guarantor, or to enforce or exercise any other right Person, including any Insolvency Event involving or remedy affecting Borrower, Guarantor, or any other Person or any action taken with respect to the Securitiesthis Guarantee by any trustee or receiver, the or by any court, in any such proceeding, whether or not Guarantor will pay to the Trustee for the account shall have notice or knowledge of any of the Holdersforegoing; (xi) any impossibility, upon demand thereforimpracticability, frustration of purpose, force majeure or illegality of any Credit Document, or the amount occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction or by any present or future action of (A) any Governmental Authority that amends, varies, reduces or otherwise would have been due and payable had such rights and remedies been permitted affects, or purports to be exercised amend, vary, reduce or otherwise affect, any of the Obligations or the obligations of Guarantor under this Guarantee, or (B) any court order that amends, varies, reduces or otherwise affects any of the Obligations; (xii) any taking or failure to take security, any loss of, or loss of value of, any security, or any invalidity, non-perfection or unenforceability of any security held by or on behalf of the Trustee Sprott Lender Parties, or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has beenthem, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full any exercise or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out enforcement of, or based uponfailure to exercise or enforce, security, or irregularity or defect in the manner or procedure by which any Sprott Lender Party (or Security Agent) realizes on such right security; (xiii) any application of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, sums received to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any paymentObligations, or any part thereof, and any change in such application; and (xiv) any other circumstances which might otherwise constitute a defence available to, or a discharge of, Guarantor, Borrower or any other Person in respect of the Obligations or this Guarantee. (h) Subject only to any demand expressly required pursuant to Sections 10(a) and (b), Guarantor hereby waives notice of the acceptance of this Guarantee and of presentment, demand and protest and notices of non-payment and dishonour and any other demands and notices required by any Applicable Law. (i) From the date or dates upon which any demand is rescindedmade against Guarantor under this Section 10 until the Obligations have been performed and discharged in full, reduced, restored Guarantor shall not (i) claim any set-off or returned counterclaim against Borrower; (ii) make or enforce any claim or right (including a right of subrogation or contribution) against Borrower to prove in competition with any Sprott Lender Party in the event of an Insolvency Event of Borrower or in respect of any outstanding liability of Borrower hereunder; or (iii) in competition with the Sprott Lender Parties claim the benefit of any security or guarantee now or hereafter held by or on a Security, such Security shall, behalf of the Sprott Lender Parties for any money or liabilities due or incurred by Borrower to the fullest extent permitted Sprott Lender Parties or any share therein. (j) The Sprott Lender Parties shall not be obligated before taking any steps to enforce this Guarantee (i) to take any steps or proceedings or other action whatsoever or obtain any judgment against Borrower or any other Person in any court or tribunal, (ii) to make or file any claim in an Insolvency Event in respect of Borrower or any other Person, (iii) to exercise any diligence against Borrower, or (iv) resort to any other means of payment. (k) Nothing herein contained shall restrict or adversely affect or be construed to restrict or adversely affect any right which a Sprott Lender Party may have to set-off any Obligations owed by law, be reinstated and deemed paid only Guarantor under this Guarantee to such Sprott Lender Party against any obligations owed by such amount paid and not so rescindedSprott Lender Party to Guarantor, reduced, restored regardless of the place of payment or returnedcurrency of such Obligations.

Guarantee. The Guarantor hereby (a) Subject to this Article 11, each of the Guarantors hereby, jointly and severally, fully and unconditionally and irrevocably guarantees to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf of such HolderTrustee, the due Collateral Trustee and punctual payment its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Security Documents or the obligations of the Partnership hereunder or thereunder, that: (1) the principal of, and premiumpremium or interest, if any, on, the Notes will be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest and Additional Amountson the overdue principal of, or premium or interest, if any, on on, the Notes, if lawful, and all other obligations of the Partnership to the Holders, the Collateral Trustee or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such Security other obligations, that same will be promptly paid in full when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or Maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and as if such payment were made by severally obligated to pay the Companysame immediately. The Guarantor's obligation to make Each Guarantor agrees that this is a guarantee of payment may be satisfied by direct payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the required amounts by the Guarantor to the Holder validity, regularity or enforceability of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Notes with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Issuers, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Note Guarantee will not be discharged in respect of any Security 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 Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid by any of them to the Trustee or such Security Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in this Indenture and relation to the Holders in this Guaranteerespect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. This Guarantee shall constitute a guarantee of payment and not of collection. The Each Guarantor hereby further agrees that, as between the Guarantors, on the one hand, and the Holders, the Collateral Trustee and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of accelerationacceleration of such obligations as provided in Article 6 hereof, call for redemption, such obligations (whether or otherwise, legal proceedings may be instituted not due and payable) will forthwith become due and payable by the Trustee on behalf of, or by, Guarantors for the Holder purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such Security, subject to right does not impair the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any rights of the Holders are prevented by applicable law from exercising their respective rights to accelerate under the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedNote Guarantee.

Guarantee. The Guarantor (a) Notwithstanding any provision of this Article XI to the contrary, the provisions of this Article XI 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 fully, unconditionally and irrevocably absolutely guarantees (each, a “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee, Holders and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of, and premium, if any, and interest on the Securities and Additional Amountsall other amounts due and payable under this Indenture and the Securities by the Company, when and as such principal, premium, if any, on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same interest shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by according to the Company. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment terms of the required amounts by the Guarantor Securities and this Indenture, subject to the Holder limitations set forth in Section 11.03. (c) Failing payment when due of any amount guaranteed pursuant to the related Guarantee, for whatever reason, each of the Security or to a Paying Agent, or by causing the Company Subsidiary Guarantors will be jointly and severally obligated to pay such amount the same immediately. Each of the Guarantees hereunder is intended to such Holder or be a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereofgeneral, this Guarantee is an unsecured and subordinated obligation of the related Subsidiary Guarantor and shall at will be subordinated in right of payment to all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness and unsubordinated Debt of such Subsidiary Guarantor. Each of the Guarantor. The Guarantor Subsidiary Guarantors hereby agrees that its obligations hereunder shall be absolute full, unconditional and unconditional absolute, irrespective ofof the validity, and shall be unaffected byregularity or enforceability of the Securities, its Guarantee, the Guarantee of any invalidity, irregularity or unenforceability of such Security other Subsidiary Guarantor or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment the Securities with respect to any provisions hereof or performance by thereof, the recovery of any judgment against the Company as provided by such Security or this Indentureany Subsidiary Guarantor, or any waiver, modification or indulgence granted action to enforce the Company with respect thereto, by the Holder of such Security or the Trustee same or any other circumstance circumstances which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent Subsidiary Guarantors. Each of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged in respect of any Security except by complete performance of the obligations contained in such Security and in this Indenture and in this Guarantee. This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor Subsidiary Guarantors hereby agrees that, that in the event of a default in payment of principalthe principal of, or premium, if any, or interest, if any, interest on any Securitythe Securities of such series, whether at its the Stated Maturity, Maturity or by declaration of acceleration, call for redemption, redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, of the Holder of such SecurityHolders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against the such Subsidiary Guarantor to enforce this such Guarantee without first proceeding against the Company. Company or any other Subsidiary Guarantor. (d) The Guarantor agrees that ifobligations of each of the Subsidiary Guarantors under this Article XI shall be as aforesaid full, after 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 occurrence obligations and during liabilities of the continuance of an Event of Default, the Trustee Company or any of the Holders are prevented Subsidiary Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, 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 applicable law from exercising the Company, 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 Company or any of the Subsidiary Guarantors under this Indenture, (v) the extension of the time for payment by the Company 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 Company 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 Company 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 Company or any of the Subsidiary Guarantors or any of their respective rights to accelerate assets, or the maturity disaffirmance of the Securities, to collect interest on the SecuritiesGuarantee or this Indenture in any such proceeding, (viii) the release or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account discharge of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee Company or any of the Holders. The obligations 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 Guarantor hereunder with respect to Securities of such series, the related Guarantees or this Indenture or (x) any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, other circumstances (other than payment in full or has been deemed discharge of all amounts guaranteed pursuant to the provisions related Guarantees) which might otherwise constitute a legal or equitable discharge of Article Seven a surety or guarantor. (e) Each of this Indenture 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 Company or any of the Subsidiary Guarantors, and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such Guarantee. Each of the Subsidiary Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Subsidiary Guarantors, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have beencontinued in existence notwithstanding such application, paid in full and such Guarantee shall continue to be effective or otherwise discharged. The Guarantor be reinstated, as the case may be, as though such application had not been made. (f) Each of the Subsidiary Guarantors shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed Holders and the Trustee against the Company in respect of any amounts paid by the such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor such Subsidiary Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the principal of, Securities of such series and premium, if any, and interest, if any, on all Securities issued hereunder the related Guarantees shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returneddischarged.

Guarantee. The (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees to each Holder of a Security authenticated guarantees, jointly with the other Guarantors and delivered by the Trusteeseverally, as primary obligor and to the Trustee on behalf of such Holdernot merely as surety, the due full and punctual payment when due and in the currency due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, of all the Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Borrower, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest accrued or accruing after the commencement of any proceeding under Title 11 of the principal ofUnited States Code (the “Bankruptcy Code”) or any other bankruptcy, and premiuminsolvency, if anyreceivership or other similar proceeding, and interest at the contract rate applicable upon default accrued or accruing after the commencement of any such proceeding, in each case regardless of whether allowed or allowable in such proceeding), fees and Additional Amountscosts of collection. This Guarantee constitutes a guaranty of payment when due (whether or not any proceeding under the Bankruptcy Code shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not of collection. (b) Each Guarantor further agrees that, if anyany payment made by the Borrower or any other Person and applied to the Obligations is at any time annulled, on avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, then, to the extent of such Security payment or repayment, any such Guarantor’s liability hereunder shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, this Guarantee shall have been cancelled or surrendered, this Guarantee shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Guarantor in respect of the amount of such payment. (c) In furtherance of the foregoing and not in limitation of any other right that any Guarantied Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower to pay any Obligation when and as the same shall become due and payable, whether at the Stated Maturitystated maturity or earlier, by declaration reason of acceleration, call for redemptionmandatory prepayment or otherwise in accordance herewith or any other Loan Document, each Guarantor hereby promises to and will forthwith pay, or otherwisecause to be paid, to the Administrative Agent for distribution to the applicable Guarantied Parties in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent as provided in this paragraph, all rights of such Guarantor against the Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article VIII hereof. (d) As used herein, the term “Obligations” means all obligations of the Loan Parties to pay (i) the aggregate outstanding principal amount of, and all unpaid interest (including interest accrued or accruing after the commencement of any proceeding under the Bankruptcy Code or any other bankruptcy, insolvency, receivership or other similar proceeding, and interest at the contract rate applicable upon default accrued or accruing after the commencement of any such proceeding, in each case regardless of whether allowed or allowable in such proceeding) on, the Loans when and as due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance with herewith or any other Loan Document and (ii) all other outstanding liabilities, obligations and indebtedness owing by the terms Borrower to the Administrative Agent, any Lender or any other Indemnitee arising under the Credit Agreement or any other Loan Document, of every type and description (whether by reason of an extension of credit, loan, guarantee, indemnification or otherwise), present or future, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guarantee or other instrument for the payment of money (including any such Security liabilities, obligations and indebtedness incurred after the commencement of this Indentureany proceeding under the Bankruptcy Code or any other bankruptcy, insolvency, receivership or other similar proceeding, regardless of any defense, right of set-off whether allowed or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or this Indenture, any failure to enforce the provisions of such Security or this Indenture, any extension of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged in respect of any Security except by complete performance of the obligations contained allowable in such Security and in this Indenture and in this Guarantee. This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedproceeding).

Guarantee. The Guarantor For value received, Platinum Underwriters Holdings, Ltd., a corporation organized under the laws of Bermuda (herein called the "Guarantor", which term includes any successor under the Indenture referred to in the Note upon which this Guarantee is endorsed), hereby absolutely, fully and unconditionally and irrevocably guarantees to each the Holder of a Security authenticated and delivered by the TrusteeNote upon which this Guarantee is endorsed, and to the Trustee on behalf of such Holder, (a) the due and punctual payment of the principal of, of and premiuminterest (and, if anyapplicable, and interest and Additional Amounts, if any, the Redemption Price) on such Security when and as the same shall become due and payableNote, whether at the Stated Maturity, Maturity or by declaration of acceleration, call for redemption, redemption or otherwise, (b) the due and punctual payment of interest on overdue principal of and interest on such Note, if any, if lawful, and (c) the due and punctual payment of any and all other payments due to the Holder, all in accordance with the terms of such Security Note and of this the Indenture, regardless of any defense, right of set-off or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such paymentpayment of principal, premium, if any, or interest, if any, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute are a guaranty of payment and unconditional irrespective of, not a guaranty of collection or performance and shall be unaffected byunconditional and absolute, any invalidityirrespective of the validity, irregularity regularity or unenforceability enforceability of such Security Note or this Indenturethe Indenture or any limitation of the Company thereunder or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension of time for payment waiver or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, consent by the Holder of such Security Note or by the Trustee with respect to any provisions thereof or of the Indenture, the obtaining of any judgment against the Company or any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Guarantor hereby waives the benefits of division and discussion, diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any Security such Note or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged in respect of any Security except by complete performance of the obligations contained in such Security and in this Indenture Note and in this Guarantee. This Guarantee shall constitute a guarantee Without limiting the generality of payment and not of collection. The the foregoing, the Guarantor hereby agrees that, in that the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect shall not be released, affected or impaired by assignment or transfer in whole or in part of the Note whether or not made without notice to or the consent of the Guarantor and shall not be subject to any Security reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be continuing and irrevocable until the date upon which the entire principal subject to any defense of, premiumincluding, if anybut not limited to, setoff, counterclaim, recoupment or termination whatsoever, and interest and Additional Amountsthat such obligations shall not be released, if anyaffected or impaired regardless of whether or not any Holder, on such Security has beenincluding the Holder of the Note, or has been deemed anyone on behalf of any such Holder shall have instituted any suit, action or proceeding or exhausted its remedies or taken any steps to enforce any rights against the Company or any other person to compel any such performance or observance or to collect all or part of any such amount, either pursuant to the provisions of Article Seven the Indenture or the Note or at law or in equity, and regardless of this any other condition or contingency, or by reason of the invalidity, illegality or unenforceability of the Note or the Indenture to have been, paid in full or otherwise dischargedand that such obligations shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of such Note to assert any claim or demand or to enforce any remedy under the Indenture or such Note, any other guarantee or any other agreement, by any waiver, amendment, indulgence or modification (whether material or otherwise) of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of any obligations under the Indenture, the Note or this Guarantee, or by the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of the Company or the Guarantor, or any receivership, insolvency, bankruptcy, reorganization, or other similar proceedings, affecting the Company or any of its assets, or the release of any property from the lien and security interest created by the Indenture or the Note or of any other security for the Note, or the release or discharge of the Company or the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in the Indenture or the Note by operation of law, or the merger or consolidation of the Company or the Guarantor, or any other cause, whether similar or dissimilar to the foregoing, or by any other act or omission that may or might in any manner or to any extent vary the risk or obligations of the Guarantor or that would otherwise operate as a discharge of a surety or guarantor as a matter of law or equity (other than the performance of the obligations contained in such Note and in this Guarantee). The Guarantor shall be subrogated to all rights Holder of the Holder of each Security Note upon which its this Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant is entitled to the provisions further benefits relating hereto set forth in the Indenture. No reference herein to the Indenture and no provision of its this Guarantee or this Indenture; providedof the Indenture shall alter or impair the guarantee of the Guarantor, howeverwhich is absolute and unconditional, that of the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right due and punctual payment of subrogation until the principal of, and premium, if any, of and interest, if anyor any such other payments, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security Note upon which this Guarantee is endorsed. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, without giving effect to the fullest extent permitted conflicts of laws principles thereof. All terms used in this Guarantee which are defined in the Indenture shall have the meanings assigned to them in the Indenture. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is endorsed shall have been executed by law, be reinstated and deemed paid only the Trustee under the Indenture by such amount paid and not so rescinded, reduced, restored or returnedthe manual signature of one of its authorized officers.

Guarantee. The Guarantor hereby (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal of, and premiumpremium on, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and Additional Amountsinterest on the overdue principal of, premium on, if any, and interest on the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such Security other obligations, that same will be promptly paid in full when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and as if such payment were made by severally obligated to pay the Companysame immediately. The Guarantor's obligation to make Each Guarantor agrees that this is a guarantee of payment may be satisfied by direct payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the required amounts by the Guarantor to the Holder validity, regularity or enforceability of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Notes with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Company, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this Subsidiary Guarantee will not be discharged in respect of any Security 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 Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Security Holder, this Subsidiary Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in this Indenture and relation to the Holders in this Guaranteerespect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. This Guarantee shall constitute a guarantee of payment and not of collection. The Each Guarantor hereby further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 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 (2) in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of accelerationacceleration of such obligations as provided in Article 6, call for redemption, such obligations (whether or otherwise, legal proceedings may be instituted not due and payable) will forthwith become due and payable by the Trustee on behalf of, or by, Guarantors for the Holder 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 Security, subject to right does not impair the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any rights of the Holders are prevented by applicable law from exercising their respective rights to accelerate under the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedSubsidiary Guarantee.

Guarantee. The Guarantor hereby (a) Subject to this Article 13, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal of, premium and premiuminterest on (including, without limitation, all interest that accrues after the commencement of any proceeding or following any event described in Section 8.1(a)(8) hereof, whether or not the payment of such interest is unenforceable or is not allowable due to the existence of such proceeding or following such event), 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, all fees, commissions, expense reimbursements, indemnifications and interest and Additional Amounts, if any, on such Security when and as the same shall all other amounts due or to become due under Notes or the Indenture and payable, whether at all other obligations of the Stated Maturity, by declaration of acceleration, call for redemptionCompany to the Holders or the Trustee hereunder, or otherwiseunder the Notes will be promptly paid in full or performed, all in accordance with the terms of such Security this Indenture and of this Indenture, regardless the Notes; and (2) in case of any defenseextension of time of payment or renewal of any Notes or any of such other obligations, right of set-off that same will be promptly paid in full when due or counterclaim that performed in accordance with the Guarantor may have (except the defense of payment). In case terms of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payableextension or renewal, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and as if such payment were made by severally obligated to pay the Companysame immediately. The Guarantor's obligation to make Each Guarantor agrees that this is a guarantee of payment may be satisfied by direct payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the required amounts by the Guarantor to the Holder validity, regularity or enforceability of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Notes with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Company, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Note Guarantee will not be discharged in respect of any Security 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 Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Security Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in this Indenture and relation to the Holders in this Guaranteerespect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. This Guarantee shall constitute a guarantee of payment and not of collection. The Each Guarantor hereby further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of accelerationacceleration of such obligations as provided in Article 6 hereof, call for redemption, such obligations (whether or otherwise, legal proceedings may be instituted not due and payable) will forthwith become due and payable by the Trustee on behalf of, or by, Guarantors for the Holder purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such Security, subject to right does not impair the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any rights of the Holders are prevented by applicable law from exercising their respective rights to accelerate under the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedNote Guarantee.

Guarantee. The (a) Subject to this Article 10, each Subsidiary Guarantor hereby hereby, jointly and severally, irrevocably and unconditionally and irrevocably guarantees guarantees, on a senior unsecured basis, to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and Agents and their respective successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the principal ofIssuer hereunder or thereunder, and that: (1) the principal, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and Additional Amountsinterest on the overdue principal and interest on the Notes, if any, on if lawful, and all other Obligations of the Issuer to the Holders, the Trustee or any Agent hereunder or under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such Security when and as the other obligations, that same shall become be promptly paid in full when due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise, and as if such . Failing payment were made by the CompanyIssuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, any Subsidiary Guarantors shall be jointly and severally obligated to pay or perform the same immediately. The Guarantor's obligation to make Each Subsidiary Guarantor agrees that this is a guarantee of payment may be satisfied by direct payment and not a guarantee of the required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. collection. (b) The Guarantor Subsidiary Guarantors hereby agrees agree that its their obligations hereunder shall be absolute and unconditional unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of such Security the Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension of time for payment waiver or performance consent by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Holder with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Issuer, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this Note Guarantee will shall not be discharged in respect of any Security except by complete performance of the obligations contained in such Security the Notes and in this Indenture and in this Guarantee. This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor or pursuant to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any Section 10.06. (c) Each of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the SecuritiesSubsidiary Guarantors also agrees, jointly and severally, to collect interest on the Securities, or to enforce or exercise pay any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights all costs and remedies been permitted to be exercised expenses (including attorneys’ fees and expenses) incurred by the Trustee or any of Holder in enforcing any rights under this Section 10.01. (d) If any Holder or the Holders. The obligations of Trustee is required by any court or otherwise to return to the Guarantor hereunder with respect Issuer, the Subsidiary Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to the Issuer or the Subsidiary Guarantors, any Security amount paid either to the Trustee or such Holder, any Note Guarantee, to the extent theretofore discharged, shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid reinstated in full or otherwise discharged. The force and effect. (e) Each Subsidiary Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, agrees that the Guarantor it shall not be entitled to enforce or to receive any payments arising out of, or based upon, such 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 principal ofSubsidiary Guarantors, on the one hand, and premiumthe Holders and the Trustee, if anyon the other hand, (1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and interest(2) in the event of any declaration of acceleration of such obligations as provided in Article 6, if any, on all Securities issued hereunder such obligations (whether or not due and payable) shall have been paid in full. This forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Note Guarantee. (f) Each Note Guarantee shall remain in full force and effect and continue notwithstanding to be effective should any petition be filed by or against the Company Issuer for liquidation or reorganization, should the Company becoming Issuer become insolvent or making make an assignment for the benefit of creditors or should a receiver or trustee being be appointed for all or any significant part of the Company's 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 any Security upon which this Guarantee is endorsed, isthe Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Securityobligee on the Notes or the Note Guarantees, whether as a "“voidable preference," "” “fraudulent transfer," ” or otherwise, all as though such payment or performance had not been made. In the event that any payment, payment or any part thereof, is rescinded, reduced, restored or returned on a Securityreturned, such Security the Notes shall, to the fullest extent permitted by law, be reinstated and deemed paid reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by any Subsidiary Guarantor in respect of a Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. (i) All Subsidiary Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, the economic consequences resulting from the performance of their respective obligations arising under this Indenture. Accordingly, in the event any payment or distribution is made on any date by any Subsidiary Guarantor (a “Funding Guarantor”) under its Note Guarantee such that its Aggregate Payments exceed its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor, to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors, multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under their respective Note Guarantees in respect of the obligations guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under its Note Guarantee that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance or financial assistance under Section 548 of the Bankruptcy Code or any comparable applicable provisions of state or foreign law; provided that solely for purposes of calculating the Fair Share Contribution Amount with respect to any Contributing Guarantor for purposes of this Section 10.01, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of its Note Guarantee (including in respect of this Section 10.01), minus (2) the aggregate amount of all payments received on or before such date by such Subsidiary Guarantor from the other Contributing Guarantors as contributions under this Section 10.01. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. Each Contributing Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 10.01(i). For the avoidance of doubt, nothing in this Section 10.01(i) shall limit or impair, by implication or otherwise, any Subsidiary Guarantor’s obligations under its Note Guarantee.

Guarantee. The (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees to each Holder of a Security authenticated guarantees, jointly with the other Guarantors and delivered by the Trusteeseverally, as primary obligor and to the Trustee on behalf of such Holdernot merely as surety, the due full and punctual payment when due and in the currency due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, of all the Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Borrower, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest accrued or accruing after the commencement of any proceeding under Title 11 of the principal ofUnited States Code (the “Bankruptcy Code”) or any other bankruptcy, and premiuminsolvency, if anyreceivership or other similar proceeding, and interest at the contract rate applicable upon default accrued or accruing after the commencement of any such proceeding, in each case regardless of whether allowed or allowable in such proceeding), fees and Additional Amountscosts of collection. This Guarantee constitutes a guaranty of payment when due (whether or not any proceeding under the Bankruptcy Code shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not of collection. (b) Each Guarantor further agrees that, if anyany payment made by the Borrower or any other Person and applied to the Obligations is at any time annulled, on avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, then, to the extent of such Security payment or repayment, any such Guarantor’s liability hereunder shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, this Guarantee shall have been cancelled or surrendered, this Guarantee shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Guarantor in respect of the amount of such payment. (c) In furtherance of the foregoing and not in limitation of any other right that any Guarantied Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower to pay any Obligation when and as the same shall become due and payable, whether at the Stated Maturitystated maturity or earlier, by declaration reason of acceleration, call for redemptionmandatory prepayment or otherwise in accordance herewith or any other Loan Document, each Guarantor hereby promises to and will forthwith pay, or otherwisecause to be paid, to the Administrative Agent for distribution to the applicable Guarantied Parties in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent as provided in this paragraph, all rights of such Guarantor against the Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article VIII hereof. (d) As used herein, the term “Obligations” means all obligations of the Loan Parties to pay (i) the aggregate outstanding principal amount of, and all unpaid interest (including interest accrued or accruing after the commencement of any proceeding under the Bankruptcy Code or any other bankruptcy, insolvency, receivership or other similar proceeding, and interest at the contract rate applicable upon default accrued or accruing after the commencement of any such proceeding, in accordance with the terms of such Security and of this Indenture, each case regardless of any defense, right of set-off whether allowed or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any allowable in such paymentproceeding) on, the Guarantor hereby agrees to cause such payment to be made punctually Loans when and as the same shall become due and payabledue, whether at the Stated Maturity stated maturity or earlier, by declaration reason of acceleration, call for redemption mandatory prepayment or otherwise, and as if such payment were made by the Company. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or this Indenture, any failure to enforce the provisions of such Security or this Indenture, any extension of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee in accordance herewith or any other circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; providedLoan Document, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (ii) all reimbursement obligations (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged payments in respect of any Security except by complete performance reimbursement of the obligations contained in such Security disbursements and in this Indenture and in this Guarantee. This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy thereon) with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due Total LC Exposure and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The all obligations of the Guarantor hereunder with respect Borrower under any Loan Document to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if anyprovide cash collateral for LC Exposure, and interest (iii) all other outstanding liabilities, obligations and Additional Amounts, if any, on such Security has been, or has been deemed pursuant indebtedness owing by the Borrower to the provisions of Article Seven of this Indenture to have beenAdministrative Agent, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; providedLender, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all Issuing Bank or any significant part other Indemnitee arising under the Credit Agreement or any other Loan Document, of the Company's assetsevery type and description (whether by reason of an extension of credit, and shall, to the fullest extent permitted by law, continue to be effective opening or reinstated, as the case may be, if at any time amendment of a letter of credit or payment of any Security upon which this Guarantee is endorseddraft drawn thereunder, isloan, pursuant guarantee, indemnification or otherwise), present or future, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to applicable lawbecome due, rescinded now existing or reduced in amount, hereafter arising and however acquired and whether or must otherwise be restored or returned not evidenced by any Holder note, guarantee or other instrument for the payment of money (including any such Securityliabilities, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In obligations and indebtedness incurred after the event that commencement of any payment, proceeding under the Bankruptcy Code or any part thereofother bankruptcy, is rescindedinsolvency, reducedreceivership or other similar proceeding, restored regardless of whether allowed or returned on a Security, allowable in such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedproceeding).

Guarantee. The Guarantor In order to induce the Lenders to extend credit to the Borrowing Subsidiaries hereunder, the Company hereby unconditionally and irrevocably guarantees to each Holder of guarantees, as a Security authenticated primary obligor and delivered by the Trustee, and to the Trustee on behalf of such Holdernot merely as a surety, the due and punctual payment and performance, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, of the principal ofGuaranteed Obligations. The Company further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from it and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Guaranteed Obligations. The Company waives presentment to, demand of payment from and protest to the Borrowing Subsidiaries of any of the Guaranteed Obligations, and premiumalso waives notice of acceptance of its guarantee and notice of protest for nonpayment. The obligations of the Company hereunder shall not be affected by (a) the failure of any Lender to assert any claim or demand or to enforce any right or remedy against the Borrowing Subsidiaries under the provisions of this Agreement or otherwise; (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any guarantee or any other agreement; (c) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Guaranteed Obligation or any Lender’s rights with respect thereto; or (d) the failure of any Lender to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Company hereby agrees that any payments in respect of the Guaranteed Obligations pursuant to this Article VII will be paid to the Administrative Agent without setoff or counterclaim, in Dollars (in the case of Guaranteed Obligations arising under this Agreement) or, at the option of the relevant Local Currency Lender(s), in Dollars or in the relevant Local Currency (in the case of Guaranteed Obligations arising under any Local Currency Facility), at (a) the office of the Administrative Agent specified in Section 2.19(a) (in the case of Guaranteed Obligations arising under this Agreement) or (b) at the office specified for payments under the relevant Local Currency Addendum or such other office as shall have been specified by the relevant Local Currency Lender(s) in each case to the extent permitted by applicable law (in the case of Guaranteed Obligations arising under any Local Currency Addendum). The Company further agrees that its guarantee constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any Lender to any security, if any, held for payment of the Guaranteed Obligations or to any balance of any deposit account or credit on its books, in favor of the Borrowing Subsidiaries or any other person. The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and interest and Additional Amountsshall not be subject to any defense or setoff, if anycounterclaim, on such Security when and as recoupment or termination whatsoever by reason of the same invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company hereunder shall become due and payablenot be discharged or impaired 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, whether at the Stated Maturityany guarantee or any other agreement, by declaration any waiver or modification of accelerationany provision thereof, call for redemptionby any default, failure or delay, wilful or otherwise, in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off or counterclaim that the Guarantor may have (except the defense of payment). In case performance of the failure Guaranteed Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and or otherwise operate as the same shall become due and payable, whether at the Stated Maturity or by declaration a discharge of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or this Indenture, any failure to enforce the provisions of such Security or this Indenture, any extension of time for payment or performance by the Company as provided a matter of law or equity. To the extent permitted by such Security applicable law, the Company waives any defense based on or this Indenturearising out of any defense available to the Borrowing Subsidiaries, including any defense based on or arising out of any disability of the Borrowing Subsidiaries, or the unenforceability of the Guaranteed Obligations or any waiverpart thereof from any cause, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee or cessation from any other circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent cause of the Guarantorliability of the Borrowing Subsidiaries, increase other than final payment in full of the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this IndentureGuaranteed Obligations. The Guarantor hereby waives Administrative Agent and the benefits of diligenceLenders may, presentmentat their election, demand for payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged in respect of any Security except by complete performance of the obligations contained in such Security and in this Indenture and in this Guarantee. This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, foreclose on any Securitysecurity held by one or more of them by one or more judicial or non-judicial sales, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect available to them against the Borrowing Subsidiaries, or any security without affecting or impairing in any way the liability of the Company hereunder except to the Securities, extent the Guarantor will pay Guaranteed Obligations have been fully and finally paid. The Company waives any defense arising out of any such election even though such election operates to the Trustee for the account impair or to extinguish any right of reimbursement or subrogation or other right or remedy of the Holders, upon demand therefor, Company against the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee Borrowing Subsidiaries or any of the Holderssecurity. The obligations of the Guarantor hereunder with respect to any Security Company further agrees that its guarantee shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescindedrescinded or must otherwise be restored by any Lender upon the bankruptcy or reorganization of any Borrowing Subsidiary or otherwise. In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against the Company by virtue hereof, reducedupon the failure of any Borrowing Subsidiary to pay any Guaranteed Obligation when and as the same shall become due, restored whether at maturity, by acceleration, after notice of prepayment or returned on a Securityotherwise, such Security shallthe Company hereby promises to and will, upon receipt of written demand by the Administrative Agent or any Lender, forthwith pay or cause to be paid to the fullest extent permitted by lawAdministrative Agent or such Lender in cash the amount of such unpaid Guaranteed Obligation. Until the termination of this Agreement and the commitments hereunder, be reinstated and the repayment in full of all amounts due under this Agreement, the Company hereby irrevocably waives and releases any and all rights of subrogation, indemnification, reimbursement and similar rights which it may have against or in respect of the Borrowing Subsidiaries at any time relating to the Guaranteed Obligations, including all rights that would result in its being deemed paid only by such amount paid and not so rescindeda “creditor” of the Borrowing Subsidiaries under the United States Code as now in effect or hereafter amended, reduced, restored or returnedany comparable provision of any successor statute.

Guarantee. The Guarantor hereby (a) Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees to each Holder of a Security Note authenticated and delivered by the Trustee, Trustees and to the Trustee on behalf Trustees and the Collateral Agent and their respective successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Notes, the Collateral Agreements or the Obligations of the Company hereunder or thereunder, that: (1) the principal of, and 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 Additional Amountsinterest on the overdue principal of and interest on the Notes, if any, on if lawful, and all other Obligations of the Company to the Holders or the Trustees 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 (2) in case of any extension of time of payment or renewal of any Notes or any of such Security other Obligations, that same will be promptly paid in full when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and as if such payment were made by severally obligated to pay the Companysame immediately. The Guarantor's obligation to make Each Guarantor agrees that this is a guarantee of payment may be satisfied by direct payment and not a guarantee of collection. (b) The Guarantors hereby agree that their Obligations hereunder are unconditional, irrespective of the required amounts by the Guarantor to the Holder validity, regularity or enforceability of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected byNotes, any invalidity, irregularity or unenforceability of such Security Collateral Agreement or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Notes with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Company, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Note Guarantee will not be discharged in respect of any Security except by complete performance of the obligations Obligations contained in the Notes and this Indenture. (c) If any Holder, the Collateral Agent or a Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid to either the Trustee, the Collateral Agent or such Security Holder, the Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in this Indenture and relation to the Holders in this Guaranteerespect of any Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. This Guarantee shall constitute a guarantee of payment and not of collection. The Each Guarantor hereby further agrees that, as between the Guarantors, on the one hand, and the Holders, the Collateral Agent and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (2) in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of accelerationacceleration of such Obligations as provided in Article 6 hereof, call for redemption, such Obligations (whether or otherwise, legal proceedings may be instituted not due and payable) will forthwith become due and payable by the Trustee on behalf of, or by, Guarantors for the Holder purpose of the Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such Security, subject to right does not impair the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any rights of the Holders are prevented by applicable law from exercising their respective rights to accelerate under the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedNote Guarantee.

Guarantee. The Guarantor hereby (a) Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of the Indenture Documents or the obligations of the Company hereunder or under any other Indenture Documents, the due and punctual payment of that: (1) the principal of, premium and premiumSpecial Interest, if any, and interest on, the Notes will be promptly paid in full when due, subject to the applicable grace periods, whether at maturity, by acceleration, redemption or otherwise, and Additional Amountsinterest on the overdue principal of and interest on the Notes, if any, on if lawful, and all other Obligations of the Company to the Holders, the Trustee or the Collateral Agent hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such Security other Obligations, that same will be promptly paid in full when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, performed in accordance with the terms of such Security and of this Indenturethe extension or renewal, regardless of any defense, right of set-off or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually subject to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payableapplicable grace periods, whether at the Stated Maturity or Maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and as if such payment were made by severally obligated to pay the Companysame immediately. The Guarantor's obligation to make Each Guarantor agrees that this is a guarantee of payment may be satisfied by direct payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the required amounts by the Guarantor to the Holder validity, regularity or enforceability of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Notes with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Company, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this its Note Guarantee will not be discharged in respect of any Security except by complete performance of the obligations contained in the Notes, the Collateral Documents and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Security Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in this Indenture and relation to the Holders in this Guaranteerespect of any obligations guaranteed hereby until payment in full of all Obligations (other than contingent indemnification obligations for which no claim has been asserted) guaranteed hereby. This Guarantee shall constitute a guarantee of payment and not of collection. The Each Guarantor hereby further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (2) in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of accelerationacceleration of such obligations as provided in Article 6, call for redemption, such obligations (whether or otherwise, legal proceedings may be instituted not due and payable) will forthwith become due and payable by the Trustee on behalf of, or by, Guarantors for the Holder purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such Security, subject to right does not impair the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any rights of the Holders are prevented by applicable law from exercising their respective rights to accelerate under the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedNote Guarantee.

Guarantee. The Guarantor hereby (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal of, premium and premiumSpecial Interest, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and Additional Amountsinterest on the overdue principal of and interest on the Notes, if any, on if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such Security other obligations, that same will be promptly paid in full when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and as if such payment were made by severally obligated to pay the Companysame immediately. The Guarantor's obligation to make Each Guarantor agrees that this is a guarantee of payment may be satisfied by direct payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the required amounts by the Guarantor to the Holder validity, regularity or enforceability of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Notes with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Company, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Note Guarantee will not be discharged in respect of any Security 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 Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Security Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in this Indenture and relation to the Holders in this Guaranteerespect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. This Guarantee shall constitute a guarantee of payment and not of collection. The Each Guarantor hereby further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of accelerationacceleration of such obligations as provided in Article 6 hereof, call for redemption, such obligations (whether or otherwise, legal proceedings may be instituted not due and payable) will forthwith become due and payable by the Trustee on behalf of, or by, Guarantors for the Holder purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non‑paying Guarantor so long as the exercise of such Security, subject to right does not impair the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any rights of the Holders are prevented by applicable law from exercising their respective rights to accelerate under the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedNote Guarantee.

Guarantee. The Guarantor hereby (a) Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee or the Authenticating Agent and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Issuer hereunder or thereunder, that: (i) the principal of, and premium, if any, and interest and on, or Additional Amounts, if any, on such Security in respect to the Notes will be promptly paid in full when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by declaration of acceleration, call for redemption, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts 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 (ii) 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 such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and as if such payment were made by severally obligated to pay the Companysame immediately. The Guarantor's obligation to make Each Guarantor agrees that this is a guarantee of payment may be satisfied by direct payment and not a guarantee of the required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The collection. (b) Each Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional are unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of such Security the Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Notes with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Issuer, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer (including, without limitation, its bankruptcy (faillite), voluntary or juridical liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), fraudulent conveyance (actio pauliana), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally), any right to require a proceeding first against the CompanyIssuer, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Note Guarantee will not be discharged in respect of any Security 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 Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors (including, without limitation, in relation to the Issuer, any commissaire, juge-commissaire, liquidateur or curateur), any amount paid by either to the Trustee or such Security Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in this Indenture and relation to the Holders in this Guaranteerespect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. This Guarantee shall constitute a guarantee of payment and not of collection. The Each Guarantor hereby further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of accelerationacceleration of such obligations as provided in Article 6, call for redemption, such obligations (whether or otherwise, legal proceedings may be instituted not due and payable) will forthwith become due and payable by the Trustee on behalf of, or by, Guarantors for the Holder purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such Security, subject to right does not impair the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any rights of the Holders are prevented by applicable law from exercising their respective rights to accelerate under the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedNote Guarantee.

Guarantee. The Guarantor hereby unconditionally and irrevocably guarantees guarantees, to each Holder of a Security authenticated and delivered by the TrusteeTrustee in accordance with the terms hereof, and to the Trustee on behalf of such Holder, (i) (x) the due and punctual payment of the principal of, and premiuminterest on, if any, and interest and Additional Amounts, if any, on such Security (including interest on overdue principal), when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, redemption or otherwise, otherwise in accordance with the terms of such Security Securities and of this Indenture, regardless and (y) the faithful performance of all other obligations of the Issuer to the Holders or the Trustee under such Security and this Indenture and (ii) in case of any defenseextension of time of payment or renewal of any Security or any of such other obligations, right of set-off or counterclaim that the Guarantor may have (except same will be promptly paid in full when due or performed in accordance with the defense of payment). In case terms of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payableextension or renewal, whether at the Stated Maturity or Maturity, by declaration of acceleration, call for redemption acceleration or otherwise, and as if such payment were made by the Company. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute unconditional, irrespective of (to the extent permitted by law) the validity, regularity or enforceability of the Securities and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or this the Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension of time for payment waiver or performance consent by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Holder with respect theretoto any provisions hereof or thereof, by any action to enforce the Holder of such Security or the Trustee same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer or any other Person, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this the Guarantee will shall not be discharged in respect of as to any Security except by complete performance of the obligations contained in such Security and in this Security, the Indenture and in this Guaranteethe Guarantee (to the extent that any obligations under the Indenture and the Guarantee relate to and are outstanding with respect to such Security). This The Guarantor acknowledges that the Guarantee shall constitute is a guarantee of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, principal or premium, if any, or interest, if any, interest on any such Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this the Indenture, directly against the Guarantor to enforce this the Guarantee without first proceeding against the CompanyIssuer. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will shall pay to the Trustee for the account of the HoldersHolder, upon demand therefortherefore, the amount that would otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding to be effective should any petition be filed by or against the Company Issuer for liquidation or liquidation, reorganization, should the Company becoming Issuer become insolvent or making make an assignment for the benefit of creditors or should a receiver or trustee being be appointed for all or any significant part of the Company's Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returned.

Guarantee. The Guarantor (a) Notwithstanding any provision of this Article X to the contrary, the provisions of this Article X relating to the 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 Guarantors. (b) For value received, each of the Guarantors hereby fully, unconditionally and irrevocably absolutely guarantees (each, a “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee, Holders and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of, and premium, if any, and interest on the Securities and Additional Amountsall other amounts due and payable under this Indenture and the Securities by the Company, when and as such principal, premium, if any, on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same interest shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by according to the Company. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment terms of the required amounts by the Guarantor Securities and this Indenture, subject to the Holder limitations set forth in Section 10.03. (c) Failing payment when due of any amount guaranteed pursuant to the related Guarantee, for whatever reason, each of the Security or to a Paying Agent, or by causing the Company Guarantors will be jointly and severally obligated to pay such amount the same immediately. Each of the Guarantees hereunder is intended to such Holder or be a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereofgeneral, this Guarantee is an unsecured and subordinated unsecured, senior obligation of the related Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally pari passu in right of payment with all other unsecured Debt of such Guarantor that is not, by its terms, expressly subordinated indebtedness in right of payment to such Guarantee. Each of the Guarantor. The Guarantor Guarantors hereby agrees that its obligations hereunder shall be absolute full, unconditional and unconditional absolute, irrespective ofof the validity, and shall be unaffected byregularity or enforceability of the Securities, its Guarantee, the Guarantee of any invalidity, irregularity or unenforceability of such Security other Guarantor or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment the Securities with respect to any provisions hereof or performance by thereof, the recovery of any judgment against the Company as provided by such Security or this Indentureany Guarantor, or any waiver, modification or indulgence granted action to enforce the Company with respect thereto, by the Holder of such Security or the Trustee same or any other circumstance circumstances which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent Guarantors. Each of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged in respect of any Security except by complete performance of the obligations contained in such Security and in this Indenture and in this Guarantee. This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor Guarantors hereby agrees that, that in the event of a default in payment of principalthe principal of, or premium, if any, or interest, if any, interest on any Securitythe Securities of such series, whether at its the Stated Maturity, Maturity or by declaration of acceleration, call for redemption, redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, of the Holder of such SecurityHolders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against the such Guarantor to enforce this such Guarantee without first proceeding against the Company. Company or any other Guarantor. (d) The Guarantor agrees that ifobligations of each of the Guarantors under this Article X shall be as aforesaid full, after 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 occurrence obligations and during liabilities of the continuance of an Event of Default, the Trustee Company or any of the Holders are prevented Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the 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 applicable law from exercising the Company, any of the 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 Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the 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 Company or any of the 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 Company or any of the 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 Company or any of the Guarantors or any of their respective rights to accelerate assets, or the maturity disaffirmance of the Securities, to collect interest on the SecuritiesGuarantee or this Indenture in any such proceeding, (viii) the release or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account discharge of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee Company or any of the Holders. The obligations 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 Guarantor hereunder with respect to Securities of such series, the related Guarantees or this Indenture or (x) any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, other circumstances (other than payment in full or has been deemed discharge of all amounts guaranteed pursuant to the provisions related Guarantees) which might otherwise constitute a legal or equitable discharge of Article Seven a surety or guarantor. (e) Each of this Indenture the 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 Company or any of the Guarantors, and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such Guarantee. Each of the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have beencontinued in existence notwithstanding such application, paid in full and such Guarantee shall continue to be effective or otherwise discharged. The Guarantor be reinstated, as the case may be, as though such application had not been made. (f) Each of the Guarantors shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed Holders and the Trustee against the Company in respect of any amounts paid by the such Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the principal of, Securities of such series and premium, if any, and interest, if any, on all Securities issued hereunder the related Guarantees shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returneddischarged.

Guarantee. The Guarantor Except as otherwise provided herein, the Guarantors hereby jointly and severally and fully and unconditionally and irrevocably guarantees guarantee to each Holder of a Security Note authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of, and premium, if any, and interest and Additional Amountsinterest, if any, on such Security on, the Notes and all other obligations of the Company under this Indenture, including all obligations hereunder of the Company to the Trustee, when and as the same shall become due and payable, whether at the Stated Maturitystated maturity, by declaration of acceleration, call for redemption, upon a repurchase date or otherwise, in accordance with the terms of such Security the Notes and of this Indenture, regardless of any defense, right of set-off or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor Guarantors hereby agrees agree to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity stated maturity or by declaration of acceleration, call for redemption redemption, upon a repurchase date or otherwise, and as if such payment were made by the Company. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees Guarantors agree that its obligations hereunder shall be absolute and unconditional unconditional, irrespective of, and shall be unaffected by, any invaliditythe validity, irregularity regularity or unenforceability enforceability of such Security the Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenture, any extension of time for payment or performance by the Company as provided by such Security or this Indenture, same or any waiverrelease (other than by operation of Article Thirteen), modification amendment, waiver or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee Guarantors or any consent to departure from any requirement of any other guarantee of all or any of the Notes or any other circumstance circumstances which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Guarantor Guarantors hereby waives waive the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other PersonPerson or any collateral, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any Security the Notes or the indebtedness Indebtedness evidenced thereby and all demands whatsoever, and covenants covenant that this Guarantee will not be discharged in respect of any Security the Notes except by complete performance of the obligations contained in such Security the Notes and in this Indenture and in this Guarantee. This such Guarantee shall constitute a guarantee or the operation, as applicable, of payment and not of collectionArticle Thirteen. The Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees Guarantors agree that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the SecuritiesNotes, to collect any principal of, or, interest on or premium, if any, on, the SecuritiesNotes, or to enforce or exercise any other right or remedy with respect to the SecuritiesNotes, the Guarantor will Guarantors agree to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor Guarantors shall be subrogated to all rights of the Holder Holders of each Security the Notes upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor Guarantors on account of such Security the Notes pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor Guarantors shall not be entitled to enforce or to receive any payments payment arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on on, all Securities Notes issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company becoming become insolvent or making make an assignment for the benefit of creditors or should a receiver or trustee being be appointed for all or any significant part of the Company's ’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 any Security upon which this Guarantee is endorsedthe Notes, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder holder of such Securitythe Notes, whether as a "“voidable preference," "” “fraudulent transfer," ” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Securityreturned, such Security the Notes shall, to the fullest extent permitted by law, be reinstated and deemed paid reduced only by such amount paid and not so rescinded, reduced, restored or returned. Any term or provision of this Guarantee to the contrary notwithstanding, the aggregate amount of the obligations guaranteed hereunder shall be reduced to the extent necessary to prevent this Guarantee from violating or becoming voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantee. The Guarantor hereby (a) Subject to this Article Ten, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees to each Holder of a Security authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Issuer hereunder or thereunder, that: (1) the principal of, and 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 Additional Amountsinterest on the overdue principal of and interest on the Notes, if any, on if lawful, and all other obligations of the Issuer under this Indenture and the Notes (including obligations to the Trustee) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such Security other obligations, that same will be promptly paid in full when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and as if such payment were made by severally obligated to pay the Companysame immediately. The Guarantor's obligation to make Each Subsidiary Guarantor agrees that this is a guarantee of payment may and performance and not a guarantee of collection. All payments under such Subsidiary Guarantee shall be satisfied by direct payment of the required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The made in U.S. Dollars. (b) Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be absolute as if it was the principal debtor and unconditional not merely surety. Each Subsidiary Guarantor hereby agrees that its obligations hereunder are unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of such Security the Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension of time for payment waiver or performance consent by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Holder with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Issuer, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Subsidiary Guarantee will not be discharged in respect of any Security 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 such Security Person to such Holder or the Trustee, as applicable, then this Subsidiary Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Subsidiary Guarantor agrees that it will not be entitled to any right of subrogation in this Indenture and relation to the Holders in this Guaranteerespect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. This Guarantee shall constitute a guarantee of payment and not of collection. The Each Subsidiary Guarantor hereby further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) 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 (2) in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of accelerationacceleration of such obligations as provided in Article Six hereof, call for redemption, such obligations (whether or otherwise, legal proceedings may be instituted not due and payable) will forthwith become due and payable by the Trustee on behalf of, or by, Subsidiary Guarantors for the Holder purpose of this Subsidiary Guarantee. A Subsidiary Guarantor will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such Security, subject to right does not impair the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any rights of the Holders are prevented by applicable law from exercising their respective rights to accelerate under the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedGuarantees.

Guarantee. The Guarantor hereby unconditionally Subject to this Article 10, each of the Guarantors hereby, jointly and irrevocably severally, guarantees to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee (or the Authentication Agent) and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and Additional Amountsinterest on the Notes, if any, on if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder 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 Security when and as the other obligations, that same shall become be promptly paid in full when due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or Maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and as if such severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment were made by the Companyand not a guarantee of collection. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor Guarantors hereby agrees agree that its their obligations hereunder shall be absolute and unconditional unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of such Security the Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Notes with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Company, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this Note Guarantee will shall not be discharged in respect of any Security except by complete performance of the obligations contained in such Security the Notes and in this Indenture and in this Guarantee. This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the . Each Guarantor also agrees to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence pay any and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due all costs and payable had such rights expenses (including reasonable attorneys’ fees and remedies been permitted to be exercised expenses) incurred by the Trustee or any of Holder in enforcing any rights under this Section 10.01. If any Holder or the Holders. The obligations of Trustee is required by any court or otherwise to return to the Guarantor hereunder with respect Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any Security amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid reinstated in full or otherwise dischargedforce and effect. The Each Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, agrees that the Guarantor it shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the principal ofGuarantors, on the one hand, and premiumthe Holders and the Trustee, if anyon the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and interest(y) in the event of any declaration of acceleration of such obligations as provided in Article 6, if any, on all Securities issued hereunder such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have been paid in fullthe 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 Guarantees. This Each Note Guarantee shall remain in full force and effect and continue notwithstanding to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company becoming become insolvent or making make an assignment for the benefit of creditors or should a receiver or trustee being be appointed for all or any significant part of the Company's ’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 any Security upon which this Guarantee is endorsed, isthe Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Securityobligee on the Notes or Note Guarantees, whether as a "“voidable preference," "” “fraudulent transfer," ” or otherwise, all as though such payment or performance had not been made. In the event that any payment, payment or any part thereof, is rescinded, reduced, restored or returned on a Securityreturned, such Security the Notes shall, to the fullest extent permitted by law, be reinstated and deemed paid reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. As used in this Section 10.01, the term “Trustee” shall also include each of the Paying Agent and Registrar, as applicable.

Guarantee. The Guarantor hereby (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, absolutely unconditionally and irrevocably guarantees to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Issuer hereunder or thereunder, that: (A) the principal of, and premiumpremium on, if any, and interest and Additional Amounts, if any, on such Security on, the Notes will be promptly paid in full when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by declaration of acceleration, call for redemption, redemption or otherwise, and interest on the overdue principal of, premium on, if any, interest and Additional Amounts, if any, on, the Notes, 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 such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise. (b) Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and as if such severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment were made and not a guarantee of collection. (c) Subject to this Article 10, the Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture the validity, perfection, non-perfection, lapse in perfection or priority of any security interest securing any of the obligations guaranteed by the Company. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment Guarantors, the absence of the required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or this Indenture, any failure action to enforce the provisions of such Security or this Indenturesame, any extension of time for payment waiver or performance consent by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Holder with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Issuer, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding . Without limiting the generality of the foregoing, no such waiver, modification or indulgence shalleach Guarantor’s liability under this Guarantee shall extend to all obligations under the Notes and this Indenture (including, without the consent of the Guarantorlimitation, increase the principal amount of such Securityinterest, or increase the interest rate thereonfees, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security costs and expenses) that would be owed but for the fact that they are unenforceable or not allowable due and payable upon a declaration of acceleration to any proceeding under Bankruptcy Law involving the Issuer or the maturity thereof pursuant to Article Eight of this Indentureany Guarantor. The Each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Guarantee will not be discharged in respect of any Security except by complete performance of the obligations contained in the Notes and this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid by either to the Trustee or such Security and in this Indenture and in Holder, this Guarantee. This Guarantee shall constitute a guarantee , to the extent theretofore discharged, will be reinstated in full force and effect, subject to this Article 10. (e) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment and not performance in full of collectionall obligations guaranteed hereby. The Each Guarantor hereby further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of accelerationacceleration of such obligations as provided in Article 6 hereof, call for redemption, such obligations (whether or otherwise, legal proceedings may be instituted not due and payable) will forthwith become due and payable by the Trustee on behalf of, or by, Guarantors for the Holder purpose of this Guarantee. The Guarantors will have the right to seek contribution from any non‑paying Guarantor so long as the exercise of such Security, subject to right does not impair the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any rights of the Holders are prevented by applicable law from exercising their respective rights to accelerate under the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or the limitations contained in this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedArticle 10.

Guarantee. The Guarantor hereby unconditionally (a) Subject to this Article Ten, each Guarantor, jointly and irrevocably severally, and fully and unconditionally, guarantees to each Holder of a Security authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Securities or the obligations of the Company hereunder or thereunder, that: (i) the principal of, and premium, if any, and interest on the Securities shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and Additional Amountsinterest on the overdue principal of, premium, if any, and interest on the Securities, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder, including any obligations to repurchase Securities from the Holders, shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities or any of such Security when and as other obligations, the same shall become be promptly paid in full when due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor shall be jointly and as if such payment were made by severally obligated to pay the Companysame immediately. The Guarantor's obligation to make Each Guarantor agrees that this is a guarantee of payment may be satisfied by direct payment and not a guarantee of collection. (b) To the required amounts by maximum extent permitted under applicable law, the obligations of any Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of such Security the Securities or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Securities with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Company, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; providedGuarantor. Subject to Section 6.06, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The each Guarantor hereby waives the benefits of shall waive diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this Guarantee will shall not be discharged in respect of any Security except by complete performance of the obligations contained in the Securities and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or any Guarantors, any amount paid by any of them to the Trustee or such Security and in this Indenture and in Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) No Guarantor shall 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. This Guarantee shall constitute a guarantee As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of payment the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and not of collection. The Guarantor hereby agrees that, (y) in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder acceleration of such Securityobligations as provided in Article Six, subject such obligations (whether or not due and payable) shall forthwith become due and payable by any Guarantors for the purpose of this Guarantee. Any Guarantor that makes a payment under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, so long as the terms and conditions set forth in this Indenture, directly against exercise of such right does not impair the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any rights of the Holders are prevented by applicable law from exercising their respective rights to accelerate under the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedGuarantee.

Guarantee. The Subject to this Article 10, each of the 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 hereby 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 severally irrevocably and unconditionally and irrevocably guarantees guarantees, to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf of such HolderTrustee, the due Notes Collateral Agent and punctual payment its successors and assigns, irrespective of the validity and enforceability of this Indenture, the 152 Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of, interest, and premiumpremium on the Notes 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 interest all other obligations of the Issuers to the Holders, the Trustee or the Notes Collateral Agent hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and Additional Amountsthereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, if any, on such Security when and as the that same shall become be promptly paid in full when due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and as if such severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment were made by the Companyand not a guarantee of collection. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor Guarantors hereby agrees agree that its their obligations hereunder shall be absolute and unconditional unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of such Security the Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment or performance by the Company as provided by such Security or this Indenture, Notes with respect to or any waiveramendment of any provisions hereof or thereof, modification or indulgence granted the recovery of any judgment against the Issuers, any action to enforce the Company with respect thereto, by the Holder of such Security or the Trustee same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the Company, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged in respect of any Security except by complete performance of the obligations contained in such Security and in this Indenture and in this Guarantee. This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returned.to

Guarantee. The Guarantor hereby Subject to this Article 12, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees to each Holder of Securities of a Security particular series as to which it is a Guarantor authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such Holderseries or the obligations of the Company hereunder or thereunder, the due and punctual payment of that: (a) the principal of, premium, if any, and interest on the Securities of such series will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and premium, if any, and interest and Additional Amountson the Securities of such series, if any, on if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities of such Security series or any of such other obligations, that same will be promptly paid in full when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and as if such payment were made by severally obligated to pay the Companysame immediately. The Guarantor's obligation to make Each Guarantor agrees that this is a guarantee of payment may be satisfied by direct payment and not a guarantee of collection. Subject to this Article 12, the required amounts by the Guarantor to the Holder of the Security or to a Paying AgentGuarantors hereby, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereofjointly and severally, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees agree that its their obligations hereunder shall be absolute and unconditional unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of such Security the Securities of a series or this Indenture, the absence of any failure action to enforce the provisions same, any waiver or consent by any Holder of the Securities of such Security series with respect to any provisions hereof or this Indenturethereof, the recovery of any judgment against the Company, any extension of time for payment or performance by action to enforce the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Security Guarantee will shall not be discharged in respect of any Security except by complete performance of the obligations contained in the Securities of such Security series and in this Indenture and in this GuaranteeIndenture. This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, If any Holder or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, is required by any court or byotherwise to return to the Company, the Holder of such SecurityGuarantors or any custodian, subject trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the terms Trustee or such Holder, this Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Companyeffect. The Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor it shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the principal ofGuarantors, on the one hand, and premiumthe Holders and the Trustee, if anyon the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and interest(y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, if any, on all Securities issued hereunder such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding the right to seek contribution from any petition filed by or against non-paying Guarantor so long as the Company for liquidation or reorganization, exercise of such right does not impair the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part rights of the Company's assets, and shall, to Holders under the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedGuarantee.

Guarantee. The Guarantor hereby (a) Subject to this Section 2.11(2), the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees guarantee (the “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee, and to the Collateral Agent and Trustee on behalf and their respective successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Debentures or the obligations of the principal of, and premium, if any, Corporation under this Indenture or under the Debentures: (i) the prompt payment in full and interest on, the Debenture Liabilities; (ii) the prompt payment and Additional Amountsperformance by the Corporation of and all other obligations of the Corporation to the Debentureholders or the Trustee under this Indenture or under the Debentures, if any, on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, all in accordance with the terms of such Security the Indenture and of this Indenture, regardless the Debentures; and (iii) in case of any defenseextension of time of payment or renewal of any Debentures or any of such other obligations, right of set-off that same will be promptly paid in full when due or counterclaim that performed in accordance with the Guarantor may have (except the defense of payment). In case terms of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payableextension or renewal, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will be jointly and as if such payment were made by severally obligated to pay and perform the Companysame immediately. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment Guarantors hereby agree that their respective obligations hereunder are unconditional, irrespective of the required amounts by the Guarantor to the Holder validity, regularity or enforceability of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security Debentures or this Indenture, the absence of any failure action to enforce the same, any waiver or consent by any Debentureholders with respect to any provisions of such Security this Indenture or this Indenturethe Debentures, the recovery of any judgment against the Corporation, any extension of time for payment or performance by action to enforce the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Guarantor Guarantors hereby waives the benefits of waive diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the CompanyCorporation, any right to require a proceeding first against the CompanyCorporation, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Guarantee will not be discharged in respect of any Security except by complete performance of the obligations contained in such Security the Debentures and in this Indenture and in this GuaranteeIndenture. This Guarantee shall constitute by the Guarantor is a guarantee of payment and not of collection. The If any Debentureholder or the Trustee is required by any court or otherwise to return to any the Corporation or any of the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Corporation or any of the Guarantors, any amount paid by either to the Trustee or such Debentureholder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Debentureholders in respect of any obligations guaranteed hereby until payment and performance in full of all obligations guaranteed hereby. Each Guarantor further agrees that, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 10 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of accelerationacceleration of such obligations as provided in Article 10, call for redemption, such obligations (whether or otherwise, legal proceedings may be instituted not due and payable) will forthwith become due and payable by the Guarantor for the purpose of this Guarantee. (b) Each Guarantor acknowledges and agrees that the Trustee on behalf of, or by, the Holder of such Securitymay, subject to the terms and conditions of this Indenture: (i) renew or extend all or any portion of Debenture Liabilities; (ii) make changes in the dates specified for payments of any sums payable under this Indenture or the Debentures; (iii) otherwise modify the terms of this Indenture or the Debentures with the consent of the Corporation; (iv) take and hold the Security for the performance of the Debenture Liabilities and exchange, enforce, waive and release any such Security; (v) enforce the Security and direct the order or manner of sale thereof as Debenture Trustee in its sole discretion may determine if permitted under Article 7; and all of the foregoing without prejudice to or in any way releasing, discharging, terminating, limiting, reducing, lessening, impairing or in any way affecting the obligations of each Guarantor under this Guarantee. (c) Each Guarantor hereby waives as against the Trustee to the fullest extent permitted by applicable law, any defence relating to: (i) any defence based upon any incapacity, disability or lack or limitation of status or power of the Guarantor, or any other person or of the directors, officers, employees, partners or agents thereof, or that any other person may not be a legal entity; (ii) any change in the existence, structure, constitution, name, control or ownership (iii) any limitation, postponement, prohibition, subordination or other restriction on the rights of the Trustee to payment of all of any part of the Debenture Liabilities or to take any steps in respect thereof; (iv) any defence arising by reason of any failure of the Trustee to proceed against any other person, to proceed against, apply or exhaust any of the Security held from the Guarantor, or any other person, or to proceed against or to pursue any other remedy in the power of the Trustee whatsoever; (v) the benefit of any law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor's obligation in proportion to the principal obligations; (vi) any defence arising by reason of any failure by the Trustee to obtain, perfect or maintain a perfected (or any) Security Interest in or lien or encumbrance upon any Collateral or by reason of any interest of the Trustee in any property, whether as owner thereof or the holder of a Security Interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Trustee of any right to recourse or collateral; (vii) any defence arising by reason of the failure of the Trustee to marshal any assets; (viii) any dealing whatsoever with the Guarantor, or other Person or any security, or any failure to do so; and (ix) any other circumstances which might otherwise constitute a defence available to, or a discharge of the Guarantor, any other act or omission to act or delay of any kind by the Guarantor or any other person or any other circumstance whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this Section 2.11(2)(c), constitute a legal or equitable discharge, limitation or reduction of the obligations of the Guarantor hereunder (other than the payment or satisfaction in full of all of the Debenture Liabilities). (d) Each Guarantor hereby agrees that its Guarantee set forth in Section 2.11(2)(a) will remain in full force and effect until released in accordance with Section 2.11(2)(e). If an officer or director of a Guarantor (or in the case of a Guarantor that is a general partnership, by a director or officer of the general partner of such general partnership) whose signature is on this Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Debenture, the Guarantee will be valid nevertheless. The delivery of any Debenture by the Corporation, after the authentication thereof hereunder, will constitute due delivery of the Guarantee set forth in this IndentureIndenture on behalf of each Guarantor. (e) The Guarantee contemplated hereby constitutes a continuing guarantee and remains in full force and effect until (i) satisfaction and discharge of this Indenture as set forth under Article 8; or (ii) upon payment and performance in full and discharge of all Debentures outstanding under this Indenture and all obligations that are then outstanding, directly against due and payable under this Indenture at the Guarantor time the Debentures are paid in full and discharged. (f) The Guarantee contemplated in this Indenture is in addition to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, not in substitution for any other security or guarantee given by anyone whomsoever and shall not prejudice any and all security furnished to the Trustee or any of the Holders are prevented Debentureholders by applicable law from exercising their respective rights to accelerate anyone whomsoever, and held by it or them at any time whatsoever. Neither the maturity Debenture Trustee nor any of the SecuritiesDebentureholders shall be bound to rank or marshal its security or to apply such principle to any sums of money which it shall be entitled to receive or to other assets upon which it may possess rights. (g) The Trustee shall not be obliged to exercise any of its rights, to collect interest on remedies or recourses against the SecuritiesCorporation or against others, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or discuss any of the Holders. The obligations Security or any other security which it may hold from time to time, before being entitled to the performance and payment by each Guarantor of the Guarantor obligations guaranteed hereunder with respect and it shall not be bound to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premiumoffer or to deliver its security, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been before being paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, Each Guarantor renounces to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment benefits of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated discussion and deemed paid only by such amount paid and not so rescinded, reduced, restored or returneddivision.

Guarantee. The Guarantor hereby unconditionally (a) Subject to this Article Ten, each of the Guarantors hereby, jointly and irrevocably guarantees severally, fully and unconditionally, guarantees, on a senior unsecured basis, to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of, and 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 Additional Amountsinterest on the overdue principal of and interest on the Notes, if any, on if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such Security other obligations, that same will be promptly paid in full when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and as if such payment were made by severally obligated to pay the Companysame immediately. The Guarantor's obligation to make Each Guarantor agrees that this is a guarantee of payment may be satisfied by direct payment and not a guarantee of the required amounts by the Guarantor collection. (b) The Guarantors hereby agree that, to the Holder of the Security or to a Paying Agentmaximum extent permitted under applicable law, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. The Guarantor hereby agrees that its their obligations hereunder shall be absolute and unconditional unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of such Security the Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension waiver or consent by any Holder of time for payment or performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Notes with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Company, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; providedGuarantor. Subject to Section 6.06 hereof, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Guarantee will shall not be discharged in respect of any Security 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 Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either of the Company or the Guarantors, any amount paid by either to the Trustee or such Security and in this Indenture and in Holder, this Guarantee. This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms extent theretofore discharged, shall be reinstated in full force and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The effect. (d) Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor it shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the principal ofGuarantors, on the one hand, and premiumthe Holders and the Trustee, if anyon the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and interest(ii) in the event of any declaration of acceleration of such obligations as provided in Article Six hereof, if any, on all Securities issued hereunder such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have been paid the right to seek contribution from any non-paying Guarantor, in full. This Guarantee shall remain a pro rata amount based on the net assets of each Guarantor determined in full force and effect and continue notwithstanding any petition filed by or against accordance with GAAP, so long as the Company for liquidation or reorganization, exercise of such right does not impair the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part rights of the Company's assetsHolders under the Guarantee. (e) The Obligations of each Guarantor under its Guarantee pursuant to this Article Ten shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and shall, senior in right of payment to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder all existing and future Subordinated Indebtedness of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returnedGuarantor.

Guarantee. The Guarantor hereby (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally and irrevocably guarantees guarantees, on a senior unsecured basis, to each Holder of a Security authenticated and delivered by the Trustee, and to the Trustee on behalf and the Agents and their respective successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the principal ofIssuers hereunder or thereunder, and that: (1) the principal, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and Additional Amountsinterest on the overdue principal and interest on the Notes, if any, on if lawful, and all other Obligations of the Issuers to the Holders, the Trustee or any Agent hereunder or under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such Security when and as the other obligations, that same shall become be promptly paid in full when due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off the extension or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payablerenewal, whether at Stated Maturity, by acceleration or otherwise (collectively, the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such “Guaranteed Obligations”). Failing payment were made by the CompanyIssuers when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantor's obligation to make Each Guarantor agrees that this is a guarantee of payment may be satisfied by direct payment and not a guarantee of the required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. collection. (b) The Guarantor Guarantors hereby agrees agree that its their obligations hereunder shall be absolute and unconditional unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of such Security the Notes or this Indenture, the absence of any failure action to enforce the provisions of such Security or this Indenturesame, any extension of time for payment waiver or performance consent by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company Holder with respect theretoto any provisions hereof or thereof, by the Holder recovery of such Security or any judgment against the Trustee Issuers, any action to enforce the same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Each Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this Note Guarantee will shall not be discharged in respect of any Security except by complete performance of the obligations contained in such Security and in this Indenture and in this Guarantee. This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest on the Notes and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to all other amounts payable by the provisions of Article Seven of Issuers under this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full, or pursuant to Section 10.06. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such Obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. This 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 Guarantees. (f) Each Note Guarantee shall remain in full force and effect and continue notwithstanding to be effective should any petition be filed by or against the Company Issuers for liquidation or reorganization, should the Company becoming Issuers become insolvent or making make an assignment for the benefit of creditors or should a receiver or trustee being be appointed for all or any significant part of the Company's 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 any Security upon which this Guarantee is endorsed, isthe Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Securityobligee on the Notes or the Note Guarantees, whether as a "“voidable preference," "” “fraudulent transfer," ” or otherwise, all as though such payment or performance had not been made. In the event that any payment, payment or any part thereof, is rescinded, reduced, restored or returned on a Securityreturned, such Security the Notes shall, to the fullest extent permitted by law, be reinstated and deemed paid reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.