Common use of Guarantee Clause in Contracts

Guarantee. The Guarantors jointly and severally hereby fully and unconditionally guarantee to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), 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. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. The Guarantors jointly and severally hereby Unless otherwise specified in the terms of a Guarantee of a series of Securities under this Indenture, each person named as a Guarantor of a series of Securities under this Indenture, by being named as a Guarantor of such series of Securities, fully and unconditionally guarantee guarantees (i) (A) to each Holder of a each Security of each series that is authenticated and delivered by the Trustee and (B) to the Trustee on behalf of such Holder, the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium of, premium, if any, and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturitystated maturity, by declaration of acceleration, call for redemption or otherwiseotherwise and (ii) to the Trustee on its behalf all amounts owed to the Trustee under the Indenture, in each case in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances In case of the Trusteefailure of the Company punctually to make any such payment, its agentseach such Guarantor agrees to cause such payment to be made punctually when and as the same shall become due and payable, officerswhether at the stated maturity or by acceleration, employees and directorscall for redemption or otherwise, and as if such payment were made by the Company. Each Guarantor, by being named as a Guarantor of any other amountsseries of Securities under this Indenture, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invaliditythe validity, irregularity regularity or unenforceability enforceability of any such Security of any series or this Indenture, the absence of any failure action to enforce the provisions of same or any Security of any series or this Indenturerelease, any waiveramendment, modification waiver or indulgence granted to the Issuer with respect thereto, by the Holder Company or any such Guarantor or any consent to departure from any requirement of any Security other guarantee of all or any series or of the Trustee, Securities or any other circumstances which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding . Each such Guarantor hereby waives the foregoing, no such waiver, modification or indulgence shall, without the consent benefits of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand for payment, any requirement that the Trustee or any of paymentthe 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 Person or any collateral, filing of claims with a court in the event of merger insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer, the benefit of discussionCompany, protest or notice with respect to any such Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Guarantee. Each such Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders of the applicable series of Securities are prevented by applicable law from exercising their respective rights to accelerate the maturity of such Securities, to collect interest on such Securities, or to enforce or exercise any other right or remedy with respect to any Security except by payment in full such Securities, such Guarantor agrees to the Trustee for the account of the principal thereof and any premium and interest thereon or as provided in Article Foursuch Holders, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other handupon demand therefor, the Maturity of amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of Trustee or any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of Holders. Any such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder the holders of the Securities against the Issuer Company in respect of any amounts paid to by such Holder by the Guarantors Guarantor on account of such Security pursuant to the provisions of these Guaranteesits Guarantee or this Indenture; provided, however, that the Guarantors such Guarantor shall not be entitled to enforce, enforce or to receive any payments payment arising out of of, or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same such series and of like tenor issued hereunder shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of Each Guarantee shall remain in full force and effect and continue to be effective should any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not petition be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed filed by or on behalf against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any part of the TrusteeCompany’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 such Securities, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any holder of such Securities, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. For In the avoidance of doubt, the fact event that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Securitypayment, or any notation part thereof, is rescinded, reduced, restored or returned, such Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. Any term or provision of their Guarantees on any Securitya Guarantee to the contrary notwithstanding, authenticated and delivered by the Trustee aggregate amount of the obligations guaranteed hereunder shall in no way affect be reduced to the extent necessary to prevent such Guarantee from violating or limit such Guarantor’s Guarantee becoming voidable under this Section 1301applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantee. The Guarantors jointly and severally hereby fully and unconditionally guarantee to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), 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. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇v▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. The Guarantors jointly and severally hereby fully and unconditionally guarantee to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), 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 IndentureIndenture (each a “Guaranteed Securities Obligation” and, collectively, “the Guaranteed Securities Obligations”). The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇v▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. (a) Any Securities of any Series that are to be guaranteed by the Guarantees of any Guarantors, if any, shall be guaranteed by such Guarantors as shall be made in the form and on the terms established pursuant to Section 2.02 with respect to the Securities of such Series in accordance with this Article 10. The Persons who shall initially be the Guarantors of the Securities of any such Series may, but need not, include any or all of the Initial Guarantors and may include any and all such other Persons as the Company may determine; provided that, prior to the authentication and delivery upon original issuance of Securities that are to be guaranteed by a Person that is not an Initial Guarantor, the Company, the Trustee and such Person shall enter into a supplemental indenture pursuant to Section 9.02 whereby such Person shall become a Guarantor under this Indenture. (b) Subject to this Article 10, each of the Guarantors, if any, hereby, jointly and severally hereby fully and severally, unconditionally guarantee guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee and to the due Trustee and punctual payment its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such Series or the obligations of the Company hereunder or thereunder, that: (1) the principal (including any amount due in respect of original issue discount) of and any of, premium on, if any, and interest on on, if any, the Securities of such Security (and any Additional Amounts and other amounts payable by the Issuer Series will be promptly paid in respect thereof), full when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by declaration of acceleration, call for redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on, if any, the Securities of such Series, if lawful, and all other obligations of the Company to the Holders thereof 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 such Securities of such Series 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 the extension or renewal, whether at stated maturity, by acceleration or otherwise. (c) Failing payment when due of this Indenture. The Guarantors any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors, if any, will be jointly and severally hereby agree obligated to pay to the Trustee any amount due it for the compensation same immediately. Each Guarantor, if any, agrees that this is a guarantee of payment and not a guarantee of collection. (as per the fee proposal agreed upon between the Issuer and the Trusteed) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each Any Guarantor hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and are unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of any Security the Securities of any series such Series or this Indenture, the absence of any failure action to enforce the same, any waiver or consent by any Holder of the Securities of such Series with respect to any provisions hereof or thereof, the recovery of any Security of any series or this Indenturejudgment against the Company, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, same or any other circumstances 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 Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereofGuarantor. The Guarantors each Any Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, the benefit of discussionprotest, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, whatsoever and covenants covenant that its this Guarantee will not be discharged with respect except by complete performance of the obligations contained in the Securities of such Series and this Indenture. (e) If any Holder of Securities of such Series 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 either the Company or any Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (f) Any Guarantor agrees that it will not be entitled to any Security except by right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteenall obligations guaranteed hereby. The Guarantors each Any Guarantor further agree agrees that, as between such Guarantorany Guarantors, on the one hand, and the Holders of Securities of such Series and the Trustee, on the other hand, (1) the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of its this Guarantee, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations , and (2) in the event of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to any declaration of acceleration of such obligations of each Guarantoras provided in Article 6 hereof, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do (whether or not constitute a breach due and payable) will forthwith become due and payable by any Guarantors for the purpose of applicable lawthis Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders of Securities of such Series under the Guarantee. (g) No Guarantee by any Guarantor of any Security, whether or not such Guarantee is or is to be endorsed thereon or attached thereto, shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 valid and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a such Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. The Guarantors (a) Each of the Guarantor and each Subsidiary Guarantor hereby jointly and severally hereby fully irrevocably and unconditionally guarantee guarantees, as a primary obligor and not merely as a surety, to each Holder of a Security of each series authenticated Securityholder and delivered by to the Trustee and its successors and assigns (i) the due full and punctual payment when due, whether at fixed maturity, by acceleration, by redemption or otherwise, of all obligations of the principal Company under the Indenture (including any amount due obligations to the Trustee) and the Securities, whether for payment of principal of, or interest on, in respect of original issue discountthe Securities and all other monetary obligations of the Company under the Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each of the Guarantor and each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantor and each Subsidiary Guarantor, and that the Guarantor and each Subsidiary Guarantor shall remain bound under this Article 3 notwithstanding any premium extension or renewal of any Guaranteed Obligation. (b) Each of the Guarantor and interest on each Subsidiary Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each of the Guarantor and each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Guarantor and each Subsidiary Guarantor hereunder shall not be affected by (i) the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise, (ii) any extension or renewal of any thereof, (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement, (iv) the failure of any Securityholder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations or (v) any change in the ownership of the Guarantor or such Security Subsidiary Guarantor. (c) Each of the Guarantor and each Subsidiary Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s, the Guarantor’s or each Subsidiary Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Guarantor and each Subsidiary Guarantor hereunder. Each of the Guarantor and each Subsidiary Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against the Guarantor and each Subsidiary Guarantor. (d) Each of the Guarantor and each Subsidiary Guarantor further agrees that its guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Additional Amounts right to require that any resort be had by any Securityholder or the Trustee to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Section 11.02 of the Base Indenture or Sections 3.02 and other amounts payable 3.06 hereof, the obligations of the Guarantor and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantor and each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the Issuer failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in respect the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantor and each Subsidiary Guarantor or would otherwise operate as a discharge of the Guarantor and each Subsidiary Guarantor as a matter of law or equity. (f) Subject to Section 3.06 hereto, each of the Guarantor and each Subsidiary Guarantor agrees that its guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each of the Guarantor and each Subsidiary Guarantor further agrees that its guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof), of principal of, or interest on, any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Securityholder or the Trustee has at law or in equity against the Guarantor and each Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of, or interest on, on any Guaranteed Obligation when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by declaration of acceleration, call for by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each of the Guarantor and each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in accordance with cash, to the terms Securityholders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Security Guaranteed Obligations, (ii) accrued and of this Indenture. The Guarantors jointly and severally hereby agree to pay unpaid interest on such Guaranteed Obligations (but only to the Trustee any amount due it for extent not prohibited by law) and (iii) all other monetary obligations of the compensation (as per Company to the fee proposal agreed upon between the Issuer Securityholders and the Trustee. (h) and reasonable expenses, disbursements and advances Each of the Trustee, its agents, officers, employees Guarantor and directors, and each Subsidiary Guarantor agrees that it shall not be entitled to any other amounts, including indemnification amounts, due right of subrogation in relation to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court Securityholders in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each of the principal thereof Guarantor and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each Subsidiary Guarantor further agree agrees that, as between such Guarantorit, on the one hand, and the Holders Securityholders and the Trustee, on the other hand, (i) the Maturity maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 of the Base Indenture for the purposes of its Guaranteethe guarantee herein, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed Obligations guaranteed hereby. The obligations , and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6 of the Base Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor and each Subsidiary Guarantor hereunder will be limited for the purposes of this Section 3.01. (i) to Each of the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and each Subsidiary Guarantor also agrees to pay any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or and all costs and expenses (iiincluding reasonable attorneys’ fees and expenses) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder incurred by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, Trustee or to receive any payments arising out of or based upon, such right of subrogation until the principal of and Securityholder in enforcing any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability rights under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf guarantee. (j) Upon request of the Trustee. For the avoidance of doubt, the fact that none Guarantor and each Subsidiary Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301Indenture.

Guarantee. The Guarantors On the Issue Date, the obligations of the Issuer under the Notes and this Indenture shall be, jointly and severally, unconditionally guaranteed on a senior secured basis (the “Note Guarantees”) by Holdings and each Domestic Subsidiary that is a Restricted Subsidiary and Guarantees the payment of (i) any capital market debt securities of the Issuer or any Guarantor, (ii) any long-term Indebtedness for borrowed money of the Issuer or any Guarantor with an aggregate principal amount of $150,000,000 or more or (iii) any Indebtedness under the ABL Facility Agreement. Subject to the provisions of this Article X, each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally hereby fully and unconditionally guarantee with each other Guarantor, to each Holder of a Security of each series authenticated the Notes, the Trustee, the Collateral Agent and delivered by the Trustee other Notes Secured Parties and their respective successors and assigns, the due full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest, if any, on the Notes and all other obligations and liabilities of the Issuer under the Note Documents (including without limitation, interest, if any, accruing after the filing of any amount petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the obligations under Section 7.7) (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Note Guarantees will rank senior in right of payment to such other Indebtedness. Each Guarantor hereby agrees that its Note Guarantee set forth in this Section 10.1 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an Officer whose signature is on the applicable supplemental indenture to this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Note Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) 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 under this Article X notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.2, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of the Trustee, any Holder or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other person under this Indenture, the Notes, the Notes Collateral Documents, or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes, the Notes Collateral Documents, or any other agreement; (d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent, the Trustee or any Holder for the Guaranteed Obligations or any of them; (f) the failure of any Holder to exercise any right or remedy against any other Guarantor; (g) any change in the ownership of the Trustee, the Collateral Agent or Issuer; (h) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; or (i) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. To the fullest extent permitted by applicable law, each Guarantor expressly authorizes the Collateral Agent to take and hold security for the payment and performance of the Guaranteed Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of original issue discount) the Guaranteed Obligations, all without affecting the obligations of any Guarantor hereunder. Each Guarantor agrees that its Note Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Note Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any premium and time payment, or any part thereof, of principal of, premium, if any, or interest on such Security (any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder, the Trustee or the Collateral Agent upon the bankruptcy or reorganization of the Issuer, any Guarantor or otherwise. In furtherance of the foregoing and not in limitation of any Additional Amounts and other amounts payable right which any Holder, the Trustee or the Collateral Agent has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer in respect thereof), to pay any of the Guaranteed Obligations when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by declaration of acceleration, call for by redemption or otherwise, in accordance with the terms each Guarantor hereby promises to and will, upon receipt of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of written demand by the Trustee, its agentsforthwith pay, officersor cause to be paid, employees and directorsin cash, and any other amounts, including indemnification amounts, due to the Holders (or the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as or Collateral Agent on behalf of the Holders) an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest, if it were a principal debtor any, on such Guaranteed Obligations then due and owing (but only to the extent not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability prohibited by law) (including interest accruing after the filing of any Security petition in bankruptcy or the commencement of any series insolvency, reorganization or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted like proceeding relating to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute Guarantor whether or not a legal claim for post-filing or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no post-petition interest is allowed in such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereofproceeding). The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each Each Guarantor further agree agrees that, as between such Guarantor, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the Maturity maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five hereof this Indenture for the purposes of its GuaranteeNote Guarantee herein, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed Obligations guaranteed hereby. The obligations hereby and (y) in the event of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to any such obligations declaration of each Guarantor, all other contingent and fixed liabilities acceleration of such Guarantor Guaranteed Obligations, such Guaranteed Obligations (whether or not due and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (iipayable) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder forthwith become due and payable by the Guarantors pursuant Guarantor for the purposes of this Note Guarantee. Each Guarantor also agrees to the provisions of these Guarantees; providedpay any and all fees, however, that the Guarantors 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 costs and any premium expenses (including attorneys’ fees and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantorsexpenses) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered incurred by the Collateral Agent, Trustee shall or the Holders in no way affect or limit such Guarantor’s Guarantee enforcing any rights under this Section 130110.1.

Guarantee. The Guarantors jointly and severally hereby fully and unconditionally guarantee to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), 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 IndentureIndenture (each a “Guaranteed Securities Obligation” and, collectively, “the Guaranteed Securities Obligations”). The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. (a) The Guarantors jointly and severally hereby fully Guarantor irrevocably and unconditionally guarantee to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), 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 agrees with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Guarantee Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Initial Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity from time to time of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its GuaranteeCompany Preferred Securities, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) subject to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees limitations set forth in this Section 1301 Guarantee, to pay in full to the Initial Holder and each subsequent Holder of Company Preferred Securities, whether such rights under this Guarantee are asserted by reason the Guarantee Trustee or directly by any such Holder (without duplication of his amounts theretofore paid to the Holders of the Company Preferred Securities by the Company), regardless of any defense, right of set-off or its status counterclaim that the Company may have or assert: (i) on each Mandatory Dividend Payment Date, Dividends on the Company Preferred Securities in an amount equal to the Mandatory Dividend Payment Amount; (ii) on each other Dividend Payment Date, Dividends (if any) on the Company Preferred Securities that have become Definitive Dividends as to such stockholderDividend Payment Date because the Guarantor did not deliver a No Dividend Instruction (as defined in the LLC Agreement); (iii) on each Redemption Date, officerthe Redemption Price payable with respect to the Company Preferred Securities called for redemption by the Company; (iv) upon any voluntary or involuntary dissolution, directorliquidation or winding up of the Company, employee or incorporator. The Guarantees the Liquidation Distribution; and (v) any Additional Amounts payable by the Company with respect to the payment set forth in clauses (i) through (iv), above, under the LLC Agreement; (collectively, the "Guarantee Payments"); provided that, if a Bankruptcy Event has occurred as to the Guarantor, the Guarantee Payments payable under clause (i), (ii), (iii) and (iv) above of this Section 1301 4.01 shall not be valid an amount equal to the lesser of (A) the aggregate amount of Guarantee Payments pursuant to such clause of this Section 4.01 without giving effect to this proviso and (B) an amount calculated as (1) the remaining assets of the Guarantor in the related bankruptcy or become obligatory for insolvency proceeding after satisfaction of all claims which, as a matter of law, are prior to those of holders of this Guarantee or any purpose with respect Parity Guarantee multiplied by (2) a fraction, (x) the numerator of which is the aggregate amount of Guarantee Payments pursuant to a Security until such clause of this Section 4.01 without giving effect to this proviso and (y) the certificate denominator of authentication which is the aggregate principal or face amount of all claims under this Guarantee and the Parity Guarantees. All Guarantee Payments shall include interest accrued on such Security shall have been signed by or on behalf Guarantee Payments, at a rate per annum equal to the stated Dividend Rate of the Trustee. For Company Preferred Securities, since the avoidance of doubt, the fact that none date of the Guarantors claim asserted under this Guarantee relating to such Guarantee Payments. (including, without limitation, b) The Guarantor's obligation to make any New Guarantorsof the payments listed in (i) have or will execute any Security, or any notation through (iii) of their Guarantees on any Security, authenticated and delivered subsection (a) above may be satisfied by direct payment of the required amounts (which shall be in United States dollars) by the Trustee shall in no way affect Guarantor to the Holders or limit by causing the Company to pay such Guarantor’s Guarantee under this Section 1301amounts to the Holders.

Guarantee. (a) The Guarantors jointly and severally Guarantor hereby fully and unconditionally guarantee guarantees (the “Guarantee”) due payment and performance to each Holder of a Security of each series authenticated the Trustee, for and delivered by the Trustee the due and punctual payment on behalf of the Holders, forthwith after demand, of all the obligations of the Company under this Supplemental Indenture or under the Notes to pay the principal of (including any amount due in respect of original issue discountand premium, if any) of and any premium and interest on such Security (the Notes when due and any Additional Amounts payable at Maturity, and all other amounts payable by the Issuer in respect thereof), when and as the same shall due or to become due under or in connection with this Supplemental Indenture, the Notes and payable, whether at the Stated Maturity, by declaration performance of acceleration, call for redemption or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay all other obligations to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, all amounts due to the Trustee under Section 607507 of the Indenture) and the Holders of the Notes which obligations arise under this Supplemental Indenture and the Notes, according to the terms hereof and thereof, including any applicable grace periods (the “Guaranteed Obligations”). The Guarantors each hereby agree that its obligations hereunder Guarantee shall be an unsecured, unsubordinated obligation of the Guarantor ranking pari passu with other present and future unsecured, unsubordinated obligations of the Guarantor. (b) The Guarantor agrees that, without obtaining the consent of or giving notice to the Guarantor, the Trustee may vary this Supplemental Indenture or the Indenture, as if it were provided herein and therein, grant extensions of time or other indulgences, take and give up securities, grant releases and discharges and otherwise deal with the Company and other parties as the Trustee may see fit and may apply all monies received from the Company or others or from securities upon such part of the Company’s liability as the Trustee may think best without prejudice to or in any way limiting or lessening the liability of the Guarantor under this Supplemental Indenture. (c) The Guarantee shall be a principal debtor continuing guarantee of all the Guaranteed Obligations and shall apply to any ultimate balance due or remaining unpaid to the Holders of the Notes. The Guarantee shall not merely be considered as wholly or partially satisfied by the payment or liquidation at any time of any sum of money which may at any time be or become owing or due or remain unpaid to the Holders of the Notes. (d) The Guarantee shall not be discharged or otherwise affected by any change in the name, objects, businesses, assets, capital structure or constitution of the Company or the Guarantor, or by any merger or amalgamation of the Company or the Guarantor with any Person or Persons, except as otherwise provided in this Supplemental Indenture or the applicable provisions of the Indenture. In the case of the Company being amalgamated with another corporation, the Guarantee shall apply to the liabilities of the resulting corporation, and the term “Company” shall include each such resulting corporation. (e) All monies, advances, renewals and credits in fact borrowed or obtained by the Company under this Supplemental Indenture shall be deemed to form part of the liabilities hereby guaranteed notwithstanding any limitation of status or of power of the Company or of the directors or agents thereof or that the Company may not be a suretylegal entity or any irregularity, defect or informality in the borrowing or obtaining of such monies, advances, renewals or credits. (f) The obligations of the Guarantor hereunder are and shall be absolute and unconditional, irrespective of, unconditional and any moneys or amounts expressed to be owing or payable by the Guarantor hereunder which may not be recoverable from the Guarantor on the basis of a guarantee or as surety shall be unaffected by, any invalidity, irregularity recoverable from the Guarantor as a primary obligor and principal debtor in respect thereof. (g) The Trustee shall not be bound to exhaust its recourse against the Company or unenforceability other parties before being entitled to demand payment from or performance by the Guarantor and enforce its rights under this Supplemental Indenture. (h) Any account settled or stated by or between the Trustee and the Company in relation to this Supplemental Indenture shall be accepted by the Guarantor as conclusive evidence that the balance or amount thereby appearing due by the Company to the Trustee is so due. (i) The Guarantor shall make payment to the Trustee of the amount of the liability of the Guarantor forthwith after demand therefor is made in writing during the continuance of any Security Event of any series or this Indenture, any failure Default and such demand shall be conclusively deemed to enforce have been effectually made when delivered in accordance with the notice provisions set forth herein and the liability of any Security the Guarantor shall bear interest from the date of any series or this Indenture, any waiver, modification or indulgence granted to such demand at the Issuer with respect thereto, rate borne by the Holder Notes, such interest to be calculated monthly based on the number of any Security of any series or days elapsed and to be deemed payable on the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge first Business Day of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration month in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited immediately preceding month or upon demand, whichever is earlier. (ij) to All amounts payable by the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee this Supplemental Indenture shall be paid without set-off or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance counterclaim and without any deduction or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) withholding whatsoever unless and to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors the Guarantor shall be subrogated prohibited by law from doing so, in which case the Guarantor shall, only to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to extent such Holder by a similar requirement is imposed on the Guarantors Company pursuant to this Supplemental Indenture, pay to the provisions of these Guarantees; provided, however, Trustee such additional amount as shall be necessary to ensure that the Guarantors shall not be entitled to enforceTrustee receives the full amount it would have received if no such deduction or withholding had been made. (k) The Guarantor acknowledges that, in any suit, action or to receive any payments proceeding arising out of or based uponrelating to the Notes, such right of subrogation until the principal of Guarantee or this Supplemental Indenture, it irrevocably submits and any premium and interest on all attorns to the Securities non-exclusive jurisdiction of the same series and courts of like tenor shall have been paid in fullthe Province of Ontario. No pastIn addition, present to the extent that the Guarantor has or future stockholder, officer, director, employee or incorporator hereafter may acquire any immunity from jurisdiction of any Guarantor shall have court or from any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose legal process with respect to a Security until itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the certificate of authentication on such Security shall have been signed above-referenced documents, to the extent permitted by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301law.

Guarantee. The Guarantors jointly and severally Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee and to the Trustee the due and punctual prompt payment of the principal of (including any amount due in respect of original issue discountand premium, if any) of and any premium and interest on such Security (and the due and prompt payment of any Additional Amounts and other amounts payable by sinking fund payments provided for pursuant to the Issuer in respect thereof)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 or otherwise, in accordance with according to the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances In case of the Trusteefailure of the Company punctually to make any such principal, its agentspremium, officersinterest or sinking fund payment, employees the Guarantor hereby agrees to cause any such payment to be made promptly when and directorsas the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and any other amounts, including indemnification amounts, due to as if such payment were made by the Trustee under Section 607Company. The Guarantors each Guarantor hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, or any waiver, modification or indulgence granted to the Issuer Company with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, provided however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the GuarantorsGuarantor, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer, the benefit of discussionCompany, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of to any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof of (and any premium and interest thereon or as provided in Article Fourpremium, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (iif any) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporatorSecurity. The Guarantees set forth in this Section 1301 shall constitute guarantees of payment and not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301collection.

Guarantee. The (a) Notwithstanding any provision of this Article XI to the contrary, the provisions of this Article XI relating to the Subsidiary Guarantors jointly shall be applicable only to, and severally hereby fully and unconditionally guarantee inure solely to each Holder the benefit of, the Securities of a Security any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each series authenticated of the Subsidiary Guarantors. (b) For value received, each of the Subsidiary Guarantors hereby fully, unconditionally and delivered by absolutely guarantees (each, a “Guarantee”) to the Holders and to the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of of, and any premium premium, if any, and interest on such Security (the Securities and any Additional Amounts and all other amounts due and payable under this Indenture and the Securities by the Issuer in respect thereof)Issuers, when and as the same such principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity, Maturity or by declaration of acceleration, call for redemption or otherwise, in accordance with according to the terms of such Security the Securities and of this Indenture. The , subject to the 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 Subsidiary Guarantors will be jointly and severally hereby agree obligated to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances same immediately. Each of the TrusteeGuarantees hereunder is intended to be a general, its agents, officers, employees unsecured obligation of the related Subsidiary Guarantor and directors, will be subordinated in right of payment to all unsecured and any other amounts, including indemnification amounts, due to unsubordinated Debt of such Subsidiary Guarantor. Each of the Trustee under Section 607. The Subsidiary Guarantors each hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor full, unconditional and not merely a surety, and shall be absolute and unconditionalabsolute, irrespective ofof the validity, and shall be unaffected byregularity or enforceability of the Securities, any invalidityits Guarantee, irregularity or unenforceability the Guarantee of any Security of any series other Subsidiary Guarantor or this Indenture, the absence of any failure action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any Security of judgment against the Issuers or any series Subsidiary Guarantor, or this Indenture, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of the Subsidiary Guarantors. Each of the Subsidiary Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Subsidiary Guarantor to enforce such Guarantee without first proceeding against the Issuers or any other Subsidiary Guarantor. (d) The obligations of each of the Subsidiary Guarantors under this Article XI shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Issuers or any of the Subsidiary Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Issuers, any of the Subsidiary Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Issuers, any of the Subsidiary Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Issuers or any of the Subsidiary Guarantors under this Indenture, (v) the extension of the time for payment by the Issuers or any of the Subsidiary Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Issuers or any of the Subsidiary Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Issuers or any of the Subsidiary Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Issuers or any of the Subsidiary Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Issuers or any of the Subsidiary Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent . (e) Each of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Subsidiary Guarantors each hereby waive (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger the merger, insolvency or bankruptcy of the IssuerIssuers or any of the Subsidiary Guarantors, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture 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 with respect to any Security except by payment in full complete performance of such Guarantee. Each of the principal thereof and Subsidiary Guarantors further agrees that if at any premium and interest thereon time all or as provided in Article Fourany part of any payment theretofore applied by any Person to its Guarantee is, Section 802 or Article Thirteen. The Guarantors each further agree thatmust be, as between such Guarantorrescinded or returned for any reason whatsoever, on the one handincluding, and the Holders and the Trustee, on the other handwithout limitation, the Maturity insolvency, bankruptcy or reorganization of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of Issuers or any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as willSubsidiary Guarantors, taking into accountsuch Guarantee shall, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not constitute a breach been made. (f) Each of applicable law. The the Subsidiary Guarantors shall be subrogated to all rights of each Holder of Securities the Holders and the Trustee against the Issuer Issuers in respect of any amounts paid to by such Holder by the Guarantors Subsidiary Guarantor pursuant to the provisions of these Guaranteesthis Indenture; provided, however, that the Guarantors such Subsidiary Guarantor, shall not be entitled to enforce, enforce or to receive any payments arising out of of, or based upon, such right of subrogation until the principal all of and any premium and interest on all the Securities of the same such series and of like tenor the related Guarantees shall have been paid in full. No past, present full or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301discharged.

Guarantee. The Guarantors Subject to the provisions of this Article X, each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally hereby fully and unconditionally guarantee with each other Guarantor, to each Holder of a Security of each series authenticated the Notes, and delivered by the Trustee the due full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal (including any amount due in respect of original issue discount) of and any premium of, premium, if any, and interest on the Notes and all other obligations and liabilities of the Issuers under this Indenture (including without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuers or any Guarantor whether or not a claim for post-filing or Post-Petition Interest is allowed in such Security proceeding and the obligations under Section 7.7) (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Guarantees will rank senior in right of payment to such other Indebtedness. To evidence its Guarantee set forth in this Section 10.1, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an Officer of such Guarantor. Each Guarantor hereby agrees that its Guarantee set forth in this Section 10.1 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) 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 under this Article X notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation to, demand of payment from and protest to the issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any Additional Amounts and right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.2, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other amounts payable by than payment of the Issuer Guaranteed Obligations in respect thereoffull), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuers or any other person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuers; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, interest and Additional Interest, if any, on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuers or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuers to pay any of the Guaranteed Obligations when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by declaration of acceleration, call for by redemption or otherwise, in accordance with the terms each Guarantor hereby promises to and will, upon receipt of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of written demand by the Trustee, its agentsforthwith pay, officersor cause to be paid, employees and directorsin cash, and any other amounts, including indemnification amounts, due to the Holders or the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest (including Additional Interest) on such Guaranteed Obligations then due and owing (but only to the extent not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability prohibited by law) (including interest accruing after the filing of any Security petition in bankruptcy or the commencement of any series insolvency, reorganization or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted like proceeding relating to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, Issuers or any other circumstances which may otherwise constitute Guarantor whether or not a legal claim for post-filing or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no Post-Petition Interest is allowed in such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereofproceeding). The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each Each Guarantor further agree agrees that, as between such Guarantor, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the Maturity maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five hereof this Indenture for the purposes of its Guarantee, but not Guarantee herein and (y) in the case event of any stay, injunction or other prohibition preventing such declaration of acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor Guaranteed Obligations, such Guaranteed Obligations (whether or not due and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (iipayable) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder forthwith become due and payable by the Guarantors pursuant Guarantor for the purposes of this Guarantee. Each Guarantor also agrees to the provisions of these Guarantees; providedpay any and all fees, however, that the Guarantors 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 costs and any premium expenses (including attorneys’ fees and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantorsexpenses) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered incurred by the Trustee shall or the Holders in no way affect or limit such Guarantor’s Guarantee enforcing any rights under this Section 1301Section.

Guarantee. The (a) Each of Guarantors absolutely and unconditionally, jointly and severally hereby fully severally, guarantees and unconditionally guarantee agrees to be liable for the full and indefeasible payment and performance when due of the following (all of which are collectively referred to herein as the "Guaranteed Obligations"): (i) all obligations, liabilities and indebtedness of any kind, nature and description of Borrower to each Holder of a Security of each series authenticated Lenders' Agent, Lenders and/or their respective affiliates, including principal, interest, charges, fees, costs and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof)expenses, when and as the same shall become due and payablehowever evidenced, whether at the Stated Maturityas principal, by declaration of accelerationsurety, call for redemption endorser, guarantor or otherwise, in accordance with whether arising under the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the TrusteeLoan Agreement, or any other circumstances which may otherwise constitute a legal Financing Agreements, whether now existing or equitable discharge of a surety hereafter arising, whether arising before, during or guarantor; provided, however, that, notwithstanding after the foregoing, no such waiver, modification initial or indulgence shall, without the consent any renewal term of the Guarantors, increase Loan Agreement or after the principal amount commencement of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice case with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability Borrower under the Guarantees set forth in this Section 1301 by reason of his United States Bankruptcy Code or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors similar statute (including, without limitation, the payment of interest and other amounts, which would accrue and become due but for the commencement of such case and including loans, interest, fees, charges and expenses related thereto and all other obligations under the Financing Agreements of Borrower or its successors to each of Lenders' Agent and Lenders arising after the commencement of such case), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured and (ii) all expenses (including, without limitation, reasonable attorneys' fees and legal expenses) incurred by each of Lenders' Agent and Lenders in connection with the preparation, execution, delivery, recording, administration, collection, liquidation, enforcement and defense of Borrower's obligations, liabilities and indebtedness as aforesaid to each of Lenders' Agent and Lenders' the rights of Lenders' Agent or Lenders in any New collateral or under this Guarantee and all other Financing Agreements or in any way involving claims by or against Lenders' Agent or Lenders directly or indirectly arising out of or related to the relationships between Borrower, any of Guarantors or any other Obligor (as hereinafter defined) and Lenders' Agent or Lenders under the Financing Agreements, whether such expenses are incurred before, during or after the initial or any renewal term of the Loan Agreement and the other Financing Agreements or after the commencement of any case with respect to Borrower or any of Guarantors under the United States Bankruptcy Code or any similar statute. (b) This Guarantee is a guaranty of payment and not of collection. Each of Guarantors agrees that Lenders' Agent need not attempt to collect any Guaranteed Obligations from Borrower, any one of Guarantors or any other Obligor or to realize upon any collateral, but, in the event that any of the Guaranteed Obligations shall not be paid in full when the same becomes due and payable whether by maturity, acceleration or otherwise, or at any time thereafter, may require any one of Guarantors to make immediate payment of such Guaranteed Obligations to Lenders' Agent or Lenders. Lenders' Agent and each of Lenders may apply any amounts received in respect of the Guaranteed Obligations to any of the Guaranteed Obligations, in whole or in part (including reasonable attorneys' fees and legal expenses incurred by each of Lenders' Agent or Lenders with respect thereto or otherwise chargeable to Borrower or Guarantors) have and in such order as Lenders' Agent or will execute Lenders may elect. (c) Payment by Guarantors shall be made to Lenders' Agent at the office of Lenders' Agent from time to time on demand as Guaranteed Obligations become due. Guarantors shall make all payments to Lenders' Agent and Lenders on the Guaranteed obligations free and clear of, and without deduction or withholding for or on account of, any Securitysetoff, counterclaim, defense, duties, taxes, levies, imposts, fees, deductions, withholding, restrictions or conditions of any kind. One or more successive or concurrent actions may be brought hereon against any of Guarantors either in the same action in which Borrower or any of the other Guarantors or any other Obligor is sued or in separate actions. In the event any claim or action, or any notation of their Guarantees action on any Securityjudgment, authenticated and delivered based on this Guarantee is brought against any of Guarantors, each of Guarantors agrees not to deduct, set off, or seek any counterclaim for or recoup any amounts which are or may be owed by the Trustee shall in no way affect Lenders' Agent or limit such Guarantor’s Guarantee under this Section 1301Lenders to any of Guarantors.

Guarantee. The Guarantors Subject to the provisions of this Article 11, each Guarantor hereby jointly and severally hereby fully unconditionally and unconditionally guarantee irrevocably guarantees to each Holder and to the Trustee, on behalf of a Security of each series authenticated and delivered by the Trustee Holders, (i) the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium of, premium, if any, and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof)each Senior Note, when and as the same shall become due and payable, whether at the Stated Maturitymaturity, by declaration of acceleration, call for redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal of, and premium, if any, and interest on the Senior Notes, to the extent lawful, and the due and punctual performance of all other Obligations of the Company to the Holders or the Trustee all in accordance with the terms of such Security Senior Note and of this Indenture. The Guarantors jointly , and severally hereby agree to pay to (ii) in the Trustee case of any amount extension of time of payment or renewal of any Senior Notes or any of such other Obligations, that the same will be promptly paid in full when due it for or performed in accordance with the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances terms of the Trusteeextension or renewal, its agentsat stated maturity, officersby acceleration or otherwise. Each Guarantor, employees and directorsby execution of the Guarantee, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree agrees that its obligations thereunder and hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series such Senior Note or this Indenture, any failure to enforce the provisions of any Security of any series such Senior Note or this Indenture, any waiver, modification or indulgence granted to the Issuer Company with respect thereto, thereto by the Holder of any Security of any series such Senior Note or the Trustee, any release of any Collateral, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; providedsuch Guarantor. Each Guarantor, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent by execution of the GuarantorsGuarantee, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer, the benefit of discussionCompany, protest or notice with respect to any Security such Senior Note or the indebtedness Indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its the Guarantee will not be discharged with respect as to any Security such Senior Note except by payment in full of the principal thereof and any thereof, premium if any, and interest thereon or and as provided in Article FourSection 9.1 hereof. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor or any Custodian, Section 802 trustee, liquidator or Article Thirteenother similar official acting in relation to either the Company or any Guarantor, any amount paid by either the Company or any Guarantor to the Holder or Trustee, each Guarantor's Guarantee, to the extent therefor discharged, shall be reinstated in full force and effect. The Guarantors each Each Guarantor, by execution of the Guarantee, further agree agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the Maturity maturity of the obligations Obligations guaranteed hereby by the Guarantee may be accelerated as provided in Article Five 6 hereof for the purposes of its the Guarantee, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as willthereby, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to in the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect event of any amounts paid declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article 6 hereof, the Trustee shall promptly make a demand for payment on the Senior Notes under any Guarantee provided for in this Article 11 and not discharged. Failure to make such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors demand shall not be entitled to enforce, affect the validity or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities enforceability of the same series and of like tenor shall have been paid in fullGuarantee upon any Guarantor. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 A Guarantee shall not be valid or become obligatory for any purpose with respect to a Security until Senior Note unless the certificate of authentication on such Security Senior Note shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors Each Guarantor also agrees to pay any and all costs and expenses (including, without limitation, any New Guarantorsincluding reasonable attorney's fees and expenses) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered incurred by the Trustee shall as a representative of any Holder in no way affect or limit such Guarantor’s Guarantee enforcing any rights under this Section 1301section.

Guarantee. (a) The Guarantors jointly Guarantor hereby unconditionally, absolutely and severally hereby fully irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders and unconditionally guarantee to each Holder of a Security of each series authenticated their respective successors, indorsees, transferees and delivered assigns, the prompt and complete payment and performance by the Trustee the Borrower from time to time as and when due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturitystated maturity, by declaration of acceleration, call for redemption acceleration or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. Obligations. (b) The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each Guarantor further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited agrees (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, pay any and all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors reasonable out-of-pocket expenses (including, without limitation, all fees and disbursements of counsel actually incurred) which may be paid or incurred by the Administrative Agent or any New Guarantors) have or will execute any SecurityLender in enforcing, or obtaining advice of counsel in respect of, any notation rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor under this Guarantee, (ii) to pay any and all reasonable out-of-pocket expenses (including, without limitation, all fees and disbursements of counsel actually incurred) which may be paid or incurred by the Administrative Agent in connection with any amendment, modification or waiver hereof or consent pursuant hereto and (iii) to pay, indemnify and hold the Administrative Agent and each Lender and each of their Guarantees on directors, officers, employees, agents and Affiliates (collectively, the “Indemnified Parties”) harmless from and against any Securityand all claims, authenticated losses, damages, obligations, liabilities, penalties, costs and delivered expenses (including, without limitation, reasonable attorneys’ fees and expenses) of any kind or nature whatsoever, whether direct, indirect or consequential, that may at any time be imposed on, incurred by or asserted against any such Indemnified Party as a result of, arising from or in any way relating to this Guarantee or the collection or enforcement of the Obligations against the Guarantor (collectively, the “Indemnified Liabilities”); provided, that the Guarantor shall have no obligation hereunder to any Indemnified Party with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party. This Guarantee shall remain in full force and effect until the Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments are terminated, notwithstanding that from time to time prior thereto the Borrower may be free from any Obligations. (c) No payment or payments made by the Trustee Borrower or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment or payments (other than payments made by the Guarantor in respect of the Obligations or payments received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations until the Obligations are paid in full, no way affect Letter of Credit shall be outstanding and the Revolving Commitments are terminated. (d) The Guarantor agrees that whenever, at any time, or limit from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability hereunder, it will notify the Administrative Agent and such Guarantor’s Guarantee Lender in writing that such payment is made under this Section 1301Guarantee for such purpose.

Guarantee. (a) The Guarantors jointly Guarantor hereby unconditionally, absolutely and severally hereby fully irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders and unconditionally guarantee to each Holder of a Security of each series authenticated their respective successors, indorsees, transferees and delivered assigns, the prompt and complete payment and performance by the Trustee the Borrower from time to time as and when due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturitystated maturity, by declaration of acceleration, call for redemption acceleration or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. Obligations. (b) The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each Guarantor further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited agrees (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, pay any and all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors reasonable out-of-pocket expenses (including, without limitation, all fees and disbursements of counsel actually incurred) which may be paid or incurred by the Administrative Agent or any New Guarantors) have or will execute any SecurityLender in enforcing, or obtaining advice of counsel in respect of, any notation rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor under this Guarantee, (ii) to pay any and all reasonable out-of-pocket expenses (including, without limitation, all fees and disbursements of counsel actually incurred) which may be paid or incurred by the Administrative Agent in connection with any amendment, modification or waiver hereof or consent pursuant hereto and (iii) to pay, indemnify and hold the Administrative Agent and each Lender and each of their Guarantees on directors, officers, employees, agents and Affiliates (collectively, the “Indemnified Parties”) harmless from and against any Securityand all claims, authenticated losses, damages, obligations, liabilities, penalties, costs and delivered expenses (including, without limitation, reasonable attorneys’ fees and expenses) of any kind or nature whatsoever, whether direct, indirect or consequential, that may at any time be imposed on, incurred by or asserted against any such Indemnified Party as a result of, arising from or in any way relating to this Guarantee or the collection or enforcement of the Obligations against the Guarantor (collectively, the “Indemnified Liabilities”); provided, that the Guarantor shall have no obligation hereunder to any Indemnified Party with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party. This Guarantee shall remain in full force and effect until the Obligations are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto the Borrower may be free from any Obligations. (c) No payment or payments made by the Trustee Borrower or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment or payments (other than payments made by the Guarantor in no way affect respect of the Obligations or limit payments received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations until the Obligations are paid in full and the Commitments are terminated. (d) The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability hereunder, it will notify the Administrative Agent and such Guarantor’s Guarantee Lender in writing that such payment is made under this Section 1301Guarantee for such purpose.

Guarantee. The Guarantors (a) Each Guarantor, jointly and severally hereby fully severally, irrevocably, absolutely and unconditionally guarantee guarantees as a primary obligor and not merely as surety to each Holder of a Security of each series authenticated the Guaranteed Creditors the full and delivered by the Trustee the prompt payment when due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturitystated maturity, by declaration of required prepayment, declaration, acceleration, call for redemption demand or otherwise, in accordance with the terms ) of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all Term Loans incurred by the Securities Borrower, together with all the other obligations (including obligations which, but for the automatic stay under Section 362(a) of the same series Bankruptcy Code, would become due) and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors liabilities and indebtedness (including, without limitation, indemnities and fees (including any New Guarantorsinterest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the Credit Agreement, whether or not such interest is an allowed claim in any such proceeding)) have owing by the Borrower to any Guaranteed Creditor, whether now existing or will execute hereafter incurred under, arising out of or in connection with, the Credit Agreement and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in the Credit Agreement (all such principal, interest, liabilities, indebtedness and obligations under this clause (a) being herein collectively called the “Guaranteed Obligations”). Each Guarantor understands, agrees and confirms that the Guaranteed Creditors may enforce this Guarantee up to the full amount of the Guaranteed Obligations against such Guarantor without proceeding against any Securityother Guarantor or the Borrower or under any other guarantee covering all or a portion of the Guaranteed Obligations. This Guarantee is a guarantee of prompt payment and performance and not of collection. (b) Additionally, each Guarantor, jointly and severally, unconditionally, absolutely and irrevocably, guarantees the payment of any and all Guaranteed Obligations whether or not due or payable by the Borrower upon the occurrence in respect of the Borrower of any of the events specified in clauses (h), (i) and (j) of Article VII of the Credit Agreement, and unconditionally, absolutely and irrevocably, jointly and severally, promises to pay such Guaranteed Obligations to the Guaranteed Creditors, or any notation of their Guarantees order, on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301demand.

Guarantee. The Guarantors For value received, each of the undersigned hereby absolutely, fully and unconditionally and irrevocably guarantees, jointly and severally hereby fully and unconditionally guarantee with each other Guarantor, to each Holder the holder of a this Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium of, premium, if any, and interest on such this Security (upon which these Guarantees are endorsed in the amounts and any Additional Amounts and other amounts payable by at the Issuer in respect thereof), time when and as the same shall become due and payable, payable whether at the Stated Maturity, by declaration of accelerationthereof, call for redemption or otherwise, and interest on the overdue principal and interest, if any, of this Security, if lawful, and the payment or performance of all other obligations of the Company under the Indenture or the Securities, to the holder of this Security and the Trustee, all in accordance with and subject to the terms and limitations of this Security and Article Thirteen of the Indenture. This Guarantee will not become effective until the Trustee duly executes the certificate of authentication on this Security. These Guarantees shall be governed by and construed in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances laws of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability State of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shallNew York, without the consent regard to conflict of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption law principles thereof. The Guarantors each hereby waive diligenceIndebtedness evidenced by these Guarantees is, presentment, demand of payment, filing of claims with a court to the extent and in the event manner provided in the Indenture, subordinate and subject in right of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by prior payment in full of the principal thereof and any premium and interest thereon or as provided in Article Fourall Senior Guarantor Indebtedness, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, whether outstanding on the one handdate of the Indenture or thereafter, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition Guarantees are issued subject to such obligations of each Guarantorprovisions. Dated: UAG NORTHEAST BODY SHOP, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this IndentureINC. LANDERS UNITED AUTO GROUP NO. 2, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistanceINC. ▇▇G SOUTHEAST, corporate purposeINC. UAG DULUTH, ultra INC. UNITED NISSAN, INC. (GA) PEACHTREE NISSAN, INC. UAG TEXAS, INC. UAG TEXAS II, INC. UAG EAST, INC. PALM AUTO PLAZA, INC. FLORIDA CHRYSLER PLYMOUTH, INC. WEST PALM NISSAN, INC. NORTHLAKE AUTO FINISH, INC. JS IMPORTS, INC. WEST PALM AUTO MALL, INC. AUTO MALL PAYROLL SERVICES, INC. UAG CAROLINA, INC. REED-LALLIER CHEVROLET, INC. MICH▇▇▇ ▇▇▇▇▇▇▇▇T-OLDSMOBILE, impairment of statutory capital or similar capital restrictions under applicable law and/or INC. ▇▇▇▇ REED CHEVROLET, INC. UAG PAR▇▇▇▇▇▇ ▇▇TORS, INC. UAG KISSIMMEE MOTORS, INC. UNITED AUTOCARE, INC. UNITED AUTOCARE PRODUCTS, INC. UNITED AUTO FOURTH FUNDING, INC. UNITED AUTO FIFTH FUNDING, INC. UAG FINANCE COMPANY, INC. ATLANTIC AUTO FUNDING CORPORATION ATLANTIC AUTO SECOND FUNDING CORPORATION ATLANTIC AUTO THIRD FUNDING CORPORATION UAG HOUSTON ACQUISITION, LTD. UAG INTERNATIONAL HOLDINGS, INC. UAG REALTY, LLC UNITED AUTO FINANCE, INC. UAG CONNECTICUT I, LLC UAG ATLANTA IV MOTORS, INC. UAG TULSA HOLDINGS, LLC By: __________________________ Name: James R. Davidson Title: Tre▇▇▇▇▇▇ Attest: __________________________ Name: Robert H. Kurnick, Jr. Title: Secretary UAG CHCC, INC. LRP, LTD. By: ____________________________ Name: James R. Davidson Tit▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇asurer Attest: ______________________________ Name: Robert H. Kurnick, Jr. Title: Assistant Secretary UAG NORTHEAST, INC. DIFEO PARTNERSHIP, INC. UAG HUDSON, INC. SOMERSET MOTO▇▇ ▇▇▇. LANDERS AUTO SALES, INC. L▇▇▇▇▇▇ UNITED AUTO GROUP NO. 6, INC. LANDERS BUICK-PONTIAC, INC. ▇▇▇▇▇RS FORD NORTH, INC. U▇▇▇▇▇ ▇ISSAN, INC. (iiNV) to the extent otherwise necessary so that such obligations do not constitute UNITED NISSAN, INC (TN) UAG WEST, INC. SA AUTOMOTIVE, LTD. SL AUTOMOTIVE, LTD. SPA AUTOMOTIVE, LTD. SUN MOTORS, LTD. SCOTTSDALE MANAGEMENT GROUP, LTD. SAU AUTOMOTIVE, LTD. SK MOTORS, LTD. KMT/UAG, INC. RELENTLESS PURSUIT ENTERPRISES, INC. TRI-CITY LEASING, INC. HT AUTOMOTIVE, LTD. WESTBURY SUPERSTORE, LTD. UNITED AUTO DODGE OF SHREVEPORT, INC. COVINGTON PIKE DODGE, INC. ▇▇▇ ▇▇▇ G▇▇▇▇LAND DODGE, INC. UAG GRACELAND II, INC. UAG MEMPHIS II, INC. UAG MEMPHIS IV, INC. UAG MEMPHIS V, INC. UAG-CARIBBEAN, INC. DAN YOUNG CHEVROLET, INC. ▇▇▇▇▇ ▇▇▇AGEMENT GROUP, INC. UAG YOUNG II, INC. UAG CLASSIC, INC. CLASSIC AUTO GROUP, INC. CLASSIC MANAGEMENT COMPANY, INC. CLASSIC IMPORTS, INC. CLASSIC MOTOR SALES, LLC D. YOUNG CHEVROLET LLC DAN ▇▇▇▇▇ ▇OTORS LLC UAG Y▇▇▇▇ ▇▇▇▇MOTIVE GROUP LLC YOUNG AUTOMOTOVE HOLDINGS LLC EUROPA AUTO IMPORTS, INC. UAG LAKE NORMAN, LLC UAG INDIANAPOL▇▇, ▇▇C MOTORCARS ACQUISITION, LLC MOTORCARS ACQUISITION II, LLC MOTORCARS ACQUISITION III, LLC SCOTTSDALE FERRARI, LLC UAG OLDSMOBILE OF INDIANA, LLC GOODSON NORTH, LLC GOODSON ▇▇▇▇▇▇C GMC, LLC G▇▇▇▇▇▇ SPRING BRANCH, LLC ▇▇▇▇▇▇R FORD WEST, LLC UAG CERRITOS, LLC UAG CONNECTICUT, LLC UAG FAIRFIELD CA, LLC UAG FAIRFIELD CM, LLC UAG FAIRFIELD CP, LLC UAG LANDERS SPRINGDALE, LLC UA▇ ▇▇▇▇▇R ACQUISITION, LLC UAG MICHIGAN CADILLAC, LLC UAG MICHIGAN PONTIAC-GMC, LLC UAG MICHIGAN T1, LLC UAG MICHIGAN TMV, LLC UAG PHOENIX VC, LLC UAG SPRING, LLC UNITED RANCH AUTOMOTIVE, LLC UAG CHEVROLET, INC. UAG FAIRFIELD CV, LLC BRETT MORGAN CHEVROLET-GEO, INC. ▇▇▇, LLC MOTORCARS ACQUISITION IV, LLC UAG NANUET I, LLC UAG NANUET II, LLC NISSAN OF NORTH OLMSTED, LLC LANDERS NISSAN, LLC UAG FA▇▇▇▇▇▇▇LLE I, LLC UAG FAYETTEVILLE II, LLC UAG FAYETTEVILLE III, LLC By: __________________________ Name: James R. Davidson Tit▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇retary Attest: __________________________ Name: Robert H. Kurnick, Jr. Title: Assistant Secretary DIFEO HYUNDAI PARTNERSHIP DIFEO NISSAN PARTNERSHIP DIFEO CHRYSLER PLYMOUTH JEEP EAGLE PARTNERSHIP DIFEO LEASING PARTNERSHIP DANBURY AUTO PARTNERSHIP DIFEO TENAFLY PARTNERSHIP OCT PARTNERSHIP HUDSON MOTORS PARTNERSHIP ▇▇▇▇▇▇ AUTO GROUP PARTNERSHIP SOMERSET MOTORS PARTNERSHIP By:DIFEO PARTNERSHIP, INC. A general partner By: __________________________ Name: James R. Davidson Tit▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇retary Attest: __________________________ Name: Robert H. Kurnick, Jr. Title: Assistant Secretary SHANNON AUTOMOTIVE, LTD. ▇▇:▇▇▇ TEXAS, INC., a breach of applicable lawgeneral partner By: __________________________ Name: James R. Davidson Tit▇▇: ▇▇▇▇▇▇▇▇▇ Attest: __________________________ Name: Robert H. Kurnick, Jr. Title: Assistant Secretary CLASSIC ENTERPRISES, LLC CLASSIC NISSAN OF TURNERSVILLE, LLC By:UAG CLASSIC, INC., Member By: __________________________ Name: James R. Davidson Tit▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇asurer Attest: __________________________ Name: Robert H. Kurnick, Jr. Title: Assistant Secretary LANDERS FORD, INC. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; providedNATIONA▇ ▇▇▇▇ FORD, howeverINC. CENTRAL FORD CENTER, that the Guarantors shall not be entitled to enforceINC. PIONEER FORD SALES, or to receive any payments arising out of or based uponINC. By: __________________________ Name: James R. Davidson Tit▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇asurer Attest: __________________________ Name: Robert H. Kurnick, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in fullJr. Title: Assistant Secretary CLASSIC TURNERSVILLE GMG MOTORS, INC. No pastKMPB, present or future stockholderLLC SCOTTSDALE JAGUAR, officerLTD. UNITED AUTO LICENSING, directorLLC CJNS, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholderLLC H.B.L. HOLDINGS, officerINC. LANTZSCH-ANDREAS ENTERPRISES, directorINC. LMNS, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubtLLC UAG VK, the fact that none of the Guarantors (includingLLC By: __________________________ Name: James R. Davidson T▇▇▇▇: ▇▇▇▇▇▇▇▇▇ Secretary Attest: __________________________ Name: Robert H. Kurnick, without limitationJr. Title: Assistant Secretary UAG TURNERSVILLE REALTY, any New Guarantors) have or will execute any SecurityLLC By: __________________________ Name: James R. Davidson T▇▇▇▇: ▇▇▇▇▇▇▇▇▇ Attest: __________________________ Name: Robert H. Kurnick, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.Jr. Title: Secretary ARTICLE THREE

Guarantee. The Guarantors jointly and severally Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Security of each series 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 [including any amount due in respect Additional Interest], if any, on the Securities of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), series 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. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances In case of the Trusteefailure of the Company punctually to make any such payment, its agentsthe Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, officerswhether at the Stated Maturity or by declaration of acceleration, employees and directorscall for redemption or otherwise, and any other amounts, including indemnification amounts, due to as if such payment were made by the Trustee under Section 607Company. The Guarantors each Guarantor hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Security of any series or this Indenture, any failure to enforce the provisions of any such Security of any series or this Indenture, or any waiver, modification or indulgence granted to the Issuer Company with respect thereto, by the Holder of any such Security of any series or the Trustee, Trustee or any other circumstances 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 or indulgence shall, without the consent of the GuarantorsGuarantor, increase the principal amount of a Security such Security, or increase the interest rate thereon 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 Guarantors each Guarantor hereby waive waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of paymentthe Holders exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of merger insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer, the benefit of discussionCompany, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its 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 Guarantee. This Guarantee shall constitute a guaranty 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 obligations of the Guarantor hereunder with respect to any Security except by payment shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest 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 of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteenotherwise discharged. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder the Holders of the Securities upon which its Guarantee is endorsed against the Issuer Company in respect of any amounts paid to such Holder by the Guarantors Guarantor on account of such Securities pursuant to the provisions of these Guaranteesits Guarantee or this Indenture; provided, however, that the Guarantors Guarantor shall not be entitled to enforce, enforce or to receive any payments arising out of of, or based upon, such right of subrogation until the principal of of, and any premium premium, if any, and interest interest, if any, on all the Securities of the same series and of like tenor issued hereunder shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of This Guarantee shall remain in full force and effect and continue notwithstanding any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed petition filed by or on behalf 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 Trustee. For Company's assets, and shall, to the avoidance fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, 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 notation of their Guarantees part thereof, is rescinded, reduced, restored or returned on any a Security, authenticated such Security shall, to the fullest extent permitted by law, be reinstated and delivered deemed paid only by the Trustee shall in no way affect such amount paid and not so rescinded, reduced, restored or limit such Guarantor’s Guarantee under this Section 1301returned.

Guarantee. The Guarantors jointly and severally hereby fully (a) Guarantor absolutely and unconditionally guarantee guarantees and agrees to each Holder be liable for the full and indefeasible payment and performance when due of a Security the following (all of which are collectively referred to herein as the “Guaranteed Obligations”): (i) all obligations, liabilities and indebtedness of any kind, nature and description of each series authenticated Borrower to Lender and/or its affiliates, including principal, interest, charges, fees, costs and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof)expenses, when and as the same shall become due and payablehowever evidenced, whether at the Stated Maturityas principal, by declaration of accelerationsurety, call for redemption endorser, guarantor or otherwise, in accordance with whether arising under the terms of such Security Loan Agreement and of this Indenture. The Guarantors jointly and severally hereby agree to pay to other Financing Agreements or otherwise, whether now existing or hereafter arising, whether arising before, during or after the Trustee initial or any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances renewal term of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to Loan Agreement or after the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability commencement of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until Borrower and/or its affiliates under the certificate of authentication on such Security shall have been signed by United States Bankruptcy Code or on behalf of any similar statute in any jurisdiction (the Trustee. For the avoidance of doubt, the fact that none of the Guarantors “Insolvency Legislation”) (including, without limitation, the payment of interest and other amounts, which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in any New Guarantorssuch case and including loans, interest, fees, charges and expenses related thereto and all other obligations of a Borrower and its affiliates or their respective successors to Lender arising after the commencement of such case), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, and however acquired by Lender and/or its affiliates; and (ii) have all expenses (including, without limitation, attorneys’ fees and legal expenses) incurred by Lender in connection with the preparation, execution, delivery, recording, administration, collection, liquidation, enforcement and defence of each Borrower’s and its affiliates’ obligations, liabilities and indebtedness as aforesaid to Lender, the rights of Lender in any collateral or will execute under this Guarantee and all other Financing Agreements or in any Securityway involving claims by or against Lender directly or indirectly arising out of or related to the relationships between Borrowers and their affiliates, Guarantor or any other Obligor (as hereinafter defined) and Lender, whether such expenses are incurred before, during or after the initial or any renewal term of the Loan Agreement or other Financing Agreements or after the commencement of any case with respect to Borrowers and/or their affiliates or Guarantor under the Insolvency Legislation. (b) This Guarantee is a guaranty of payment and not of collection. Guarantor agrees that ▇▇▇▇▇▇ need not attempt to collect any Guaranteed Obligations from Borrowers and/or their affiliates or any other Obligor or to realize upon any collateral, but may require Guarantor to make immediate payment of all of the Guaranteed Obligations to Lender when due, whether by maturity, acceleration or otherwise, or at any notation time thereafter. Lender may apply any amounts received in respect of the Guaranteed Obligations to any of the Guaranteed Obligations, in whole or in part (including attorneys’ fees and legal expenses incurred by Lender with respect thereto or otherwise chargeable to Borrowers and their Guarantees affiliates or Guarantor) and in such order as Lender may elect. (c) Payment by Guarantor shall be made to Lender at the office of Lender from time to time, on demand, as Guaranteed Obligations become due. Guarantor shall make all payments to Lender on the Guaranteed Obligations free and clear of, and without deduction or withholding for or on account of, any set-off, counterclaim, defence, duties, taxes, levies, imposts, fees, deductions, withholding, restrictions or conditions of any kind. One or more successive or concurrent actions may be brought hereon against Guarantor either in the same action in which a Borrower or its affiliates or any other Obligor is sued or in separate actions. In the event any claim or action, or action on any Securityjudgment, authenticated and delivered based on this Guarantee is brought against Guarantor, Guarantor agrees not to deduct, set-off, or seek any counterclaim for or recoup any amounts which are or may be owed by the Trustee shall in no way affect or limit such Lender to Guarantor’s Guarantee under this Section 1301.

Guarantee. The Guarantors (a) In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Guarantors, jointly and severally severally, hereby fully and unconditionally guarantee guarantees (each such guarantee, together with any future guarantees executed pursuant to the terms of the Debt Securities of any series, being a “Guarantee”), to each Holder of a Security Debt Securities of each any series guaranteed by such Guarantor pursuant to the terms thereof and authenticated and delivered by the Trustee and to the due and punctual payment Trustee, irrespective of the validity and enforceability of this Indenture, such Debt Securities or the obligations of the Company under this Indenture or such Debt Securities, that: (i) the principal (including any amount due in respect of original issue discount) of and any premium and interest on the Debt Securities of such Security (and any Additional Amounts and other amounts payable by the Issuer series will be paid in respect thereof), full when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity or interest payment date, by declaration of acceleration, call for redemption redemption, upon a purchase offer or otherwise, and interest on the overdue principal and interest, if any, on the Debt Securities of such series, if lawful, and all other obligations of the Company to the Holders of such Debt Securities or the Trustee under this Indenture or such Debt Securities will be promptly paid in full or performed, all in accordance with the terms of this Indenture and such Security Debt Securities; and (ii) in case of this Indentureany extension of time of payment or renewal of any securities or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption, upon a purchase offer or otherwise (collectively, the “Guaranteed Obligations”). The This Guarantee is a guarantee of payment and not of collection. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally hereby agree obligated to pay the same before failure to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances so pay becomes an Event of Default in respect of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree Debt Securities of such series. (b) Each Guarantor agrees that (i) its obligations hereunder with regard to any Guarantee shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of any Security the Debt Securities of any the applicable series or this Indenture, any failure amendments to the Indenture or such Debt Securities (other than this Article X), the absence of any action to enforce the provisions same, the recovery of any Security of any series or this Indenturejudgment against the Company, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, same or any other circumstances which may that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, guarantor and (ii) no such waiver, modification or indulgence shall, without the consent Guarantee will be discharged except by complete performance of the Guarantors, increase obligations contained in such Debt Security and this Indenture. Each of the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany or right to require the prior disposition of the assets of the Company to meet its obligations, protest, notice and all demands whatsoever. (c) If any Holder of the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect Debt Securities of any sinking fund payment required series guaranteed pursuant to the terms hereof or the Trustee is required by any court or otherwise to return to either the Company or any Guarantor, or any Custodian, Trustee, or similar official acting in relation to either the Company or any Guarantor, any amount paid by either the Company or any of a Security issued under the Guarantors of the Debt Securities of such series to the Trustee or such Holder, this Indenture Guarantee of the Debt Securities of such series, to the extent theretofore discharged, shall be reinstated in full force and all demands whatsoever, and covenants effect. Each of the Guarantors of the Debt Securities of any series agrees that its Guarantee it will not be discharged with respect entitled to any Security right of subrogation in relation to the Holders of such Debt Securities in respect of any obligations guaranteed pursuant to such Guarantee except by payment as set forth in full Section 10.05 hereof. (d) Each of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on agrees that (i) the one hand, and the Holders and the Trustee, on the other hand, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Section 6.02 hereof for the purposes of its this Guarantee, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect as to the Company of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to in the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect event of any amounts paid to such Holder declaration of acceleration of those obligations as provided in Section 6.02, those obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none each of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation for the purpose of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301Guarantee.

Guarantee. (a) The Guarantors jointly and severally hereby fully Guarantor irrevocably and unconditionally agrees with the Class B Preferred Guarantee Trustee and the Holders from time to time of the Class B Preferred Securities, subject to the limitations set forth in this Class B Preferred Guarantee, to guarantee payment, on a subordinated basis as provided in Section 5.02, in full to each Holder of a Security of each series authenticated and delivered such Holders (whether such rights under this Class B Preferred Guarantee are asserted by the Class B Preferred Guarantee Trustee or directly by any such Holder) (without duplication of amounts theretofore paid to the Holders by the Company), regardless of any defense, right of set-off or counterclaim that the Company may have or assert, of: (i) Capital Payments due and punctual payment payable on the Class B Preferred Securities on each Class B Payment Date for the then current Class B Payment Period, if declared by the Board of Directors of the principal (including any amount due Company or deemed declared pursuant to the LLC Agreement, in respect of original issue discount) of the amounts and any premium and interest on such Security (and in the manner set forth in the LLC Agreement, including, any Additional Amounts and other amounts payable with respect thereto; (ii) on each Class B Redemption Date, the Redemption Price for each Class B Preferred Security called for redemption by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, Company in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances provisions of the TrusteeLLC Agreement; and (iii) upon any voluntary or involuntary dissolution, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity liquidation or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent winding up of the GuarantorsCompany, increase the principal liquidation preference amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligenceClass B Preferred Securities, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture plus accrued and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, unpaid Capital Payments on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration Class B Preferred Securities in respect of the obligations guaranteed herebythen current Class B Payment Period to but excluding the date of liquidation, including any Additional Amounts payable with respect thereto; (collectively, the “Class B Preferred Guarantee Payments”). All Class B Preferred Guarantee Payments shall include interest accrued on such Class B Preferred Guarantee Payments, at a rate per annum equal to the Stated Rate of the Class B Preferred Securities, since the date of the claim asserted under this Class B Preferred Guarantee relating to such Class B Preferred Guarantee Payments. (b) The obligations Guarantor’s obligation to make any of each Guarantor hereunder will be limited the payments listed in (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) of subsection (a) above may be satisfied by direct payment of the required amounts by the Guarantor to the extent otherwise necessary so that Holders or by causing the Company to pay such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301Holders.

Guarantee. The Guarantors jointly and severally hereby Unless otherwise specified in the terms of a Guarantee of a series of Securities under this Indenture, each person named as a Guarantor of a series of Securities under this Indenture, by being named as a Guarantor of such series of Securities, fully and unconditionally guarantee guarantees (i) (A) to each Holder of a each Security of each series that is authenticated and delivered by the Trustee and (B) to the Trustee on behalf of such Holder, the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium of, premium, if any, and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturitystated maturity, by declaration of acceleration, call for redemption or otherwiseotherwise and (ii) to the Trustee on its behalf all amounts owed to the Trustee under this Indenture, in each case in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances In case of the Trusteefailure of the Issuers punctually to make any such payment, its agentseach such Guarantor agrees to cause such payment to be made punctually when and as the same shall become due and payable, officerswhether at the stated maturity or by acceleration, employees and directorscall for redemption or otherwise, and as if such payment were made by the Issuers. Each Guarantor, by being named as a Guarantor of any other amountsseries of Securities under this Indenture, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invaliditythe validity, irregularity regularity or unenforceability enforceability of any such Security of any series or this Indenture, the absence of any failure action to enforce the provisions of same or any Security of any series or this Indenturerelease, any waiveramendment, modification waiver or indulgence granted to the Issuer with respect thereto, by the Holder Issuers or any such Guarantor or any consent to departure from any requirement of any Security other guarantee of all or any series or of the Trustee, Securities or any other circumstances which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding . Each such Guarantor hereby waives the foregoing, no such waiver, modification or indulgence shall, without the consent benefits of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand for payment, any requirement that the Trustee or any of paymentthe 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 Issuers or any other Person or any collateral, filing of claims with a court in the event of merger insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the Issuer, the benefit of discussionIssuers, protest or notice with respect to any such Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Guarantee. Each such Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders of the applicable series of Securities are prevented by applicable law from exercising their respective rights to accelerate the maturity of such Securities, to collect interest on such Securities, or to enforce or exercise any other right or remedy with respect to any Security except by payment in full such Securities, such Guarantor agrees to the Trustee for the account of the principal thereof and any premium and interest thereon or as provided in Article Foursuch Holders, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other handupon demand therefor, the Maturity of amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of Trustee or any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of Holders. Any such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder the holders of the Securities against the Issuer Issuers in respect of any amounts paid to by such Holder by the Guarantors Guarantor on account of such Security pursuant to the provisions of these Guaranteesits Guarantee or this Indenture; provided, however, that the Guarantors such Guarantor shall not be entitled to enforce, enforce or to receive any payments payment arising out of of, or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same such series and of like tenor issued hereunder shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of Each Guarantee shall remain in full force and effect and continue to be effective should any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not petition be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed filed by or on behalf against the Issuers for liquidation or reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any part of the TrusteeIssuers’ 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 such Securities, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any holder of such Securities, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. For In the avoidance of doubt, the fact event that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Securitypayment, or any notation part thereof, is rescinded, reduced, restored or returned, such Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. Any term or provision of their Guarantees on any Securitya Guarantee to the contrary notwithstanding, authenticated and delivered by the Trustee aggregate amount of the obligations guaranteed hereunder shall in no way affect be reduced to the extent necessary to prevent such Guarantee from violating or limit such Guarantor’s Guarantee becoming voidable under this Section 1301applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantee. (a) The Guarantors jointly and severally hereby fully Guarantor irrevocably and unconditionally agrees with the Class B Preferred Guarantee Trustee and the Holders from time to time of the Class B Preferred Securities, subject to the limitations set forth in this Class B Preferred Guarantee, to guarantee payment, on a subordinated basis as provided in Section 5.02, in full to each Holder of a Security of each series authenticated and delivered such Holders (whether such rights under this Class B Preferred Guarantee are asserted by the Class B Preferred Guarantee Trustee or directly by any such Holder) (without duplication of amounts theretofore paid to the Holders by the Company), regardless of any defense, right of set-off or counterclaim that the Company may have or assert, of: (i) Capital Payments due and punctual payment payable on the Class B Preferred Securities on each Class B Payment Date for the then current Class B Payment Period, if declared by the Board of Directors of the principal (Company or deemed declared pursuant to the LLC Agreement, in the amounts and in the manner set forth in the LLC Agreement, including any amount due in respect Arrears of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become Payments that are 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. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoeverthe Class B Preferred Securities, and covenants that its Guarantee will not be discharged including any Additional Amounts payable with respect to such Capital Payments and, if applicable, such Arrears of Payments; (ii) on any Class B Redemption Date, the Redemption Price for each Class B Preferred Security except called for redemption by payment the Company in full accordance with the provisions of the principal thereof LLC Agreement; and (iii) upon any voluntary or involuntary dissolution, liquidation or winding up of the Company, liquidation preference amount of the Class B Preferred Securities, plus accrued and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, unpaid Capital Payments on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration Class B Preferred Securities in respect of the obligations guaranteed herebythen current Class B Payment Period to but excluding the date of liquidation, plus, with respect to the Upper Tier 2 Percentage only, Arrears of Payments that are due and payable, and plus any Additional Amounts payable with respect to such Capital Payments and, if applicable, such Arrears of Payments; (collectively, the “Class B Preferred Guarantee Payments”). All Class B Preferred Guarantee Payments shall include interest accrued on such Class B Preferred Guarantee Payments, at a rate per annum equal to the Stated Rate of the Class B Preferred Securities, since the date of the claim asserted under this Class B Preferred Guarantee relating to such Class B Preferred Guarantee Payments. (b) The obligations Guarantor’s obligation to make any of each Guarantor hereunder will be limited the payments listed in (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) of subsection (a) above may be satisfied by direct payment of the required amounts by the Guarantor to the extent otherwise necessary so that Holders or by causing the Company to pay such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301Holders.

Guarantee. (a) The Guarantors jointly Guarantor does hereby acknowledge that it is fully aware of the terms and severally conditions of the Trust Indentures, the Participation Agreements, the Equipment Notes and the transactions and the other documents contemplated thereby, and does hereby irrevocably and fully and unconditionally guarantee guarantee, as primary obligor and not as surety merely, to each Holder the Parties, as their respective interests may appear, the payment by Owner of all payment obligations when due under the Trust Indentures, the Participation Agreements and the Equipment Notes (such obligations of Owner guaranteed hereby being hereafter referred to, individually, as a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof)“Guaranteed Obligation” and, when and collectively, as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, “Guaranteed Obligations”) in accordance with the terms of such Security and of this Indenturethe Financing Agreements. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each Guarantor does hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a suretyin the event that Owner fails to pay any Guaranteed Obligation when due for any reason (including, and shall be absolute and unconditionalwithout limitation, irrespective the liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, and shall be unaffected byor other similar proceedings affecting the status, any invalidityexistence, irregularity assets or unenforceability obligations of Owner, or the disaffirmance with respect to Owner of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, Trust Indenture or any other circumstances Financing Agreement to which Owner is a party in any such proceeding) after the date on which such Guaranteed Obligation became due and payable and the applicable grace period has expired, the Guarantor shall pay or cause to be paid forthwith, upon the receipt of notice from the Indenture Trustee (such notice to be sent to Owner (to the extent the Indenture Trustee is not stayed or prevented from doing so by operation of law) and the Guarantor) stating that such Guaranteed Obligation was not paid when due after the applicable grace period has expired and stating the amount of such Guaranteed Obligation. (b) The obligations of the Guarantor hereunder shall not be, to the fullest extent permitted by law, affected by the genuineness, validity, regularity or enforceability (or lack thereof) of any of Owner’s obligations under any Trust Indenture or any other Financing Agreement to which Owner is a party, any amendment, waiver or other modification of any Trust Indenture or such other Financing Agreement (except that any such amendment or other modification shall be given effect in determining the obligations of the Guarantor hereunder), or by any substitution, release or exchange of collateral for or other guaranty of any of the Guaranteed Obligations (except to the extent that such substitution, release or exchange is not undertaken in accordance with the terms of the Financing Agreements) without the consent of the Guarantor, or by any priority or preference to which any other obligations of Owner may be entitled over Owner’s obligations under any Trust Indenture and the other Financing Agreements to which Owner is a party, or by any other circumstance that might otherwise constitute a legal or equitable defense to or discharge of the obligations of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (guarantor including, without limitation, any New Guarantorsdefense arising out of any laws of the United States of America or of any State thereof which would excuse, discharge, exempt, modify or delay the due or punctual payment and performance of the obligations of the Guarantor hereunder. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not, to the fullest extent permitted by law, affect the liability of the Guarantor hereunder: (a) have the extension of the time for or will execute waiver of, at any Securitytime or from time to time, without notice to the Guarantor, Owner’s performance of or compliance with any of its obligations under the Financing Agreements (except that such extension or waiver shall be given effect in determining the obligations of the Guarantor hereunder), (b) any assignment, transfer, lease or other arrangement by which Owner transfers possession or loses control of the use of any Aircraft, (c) any defect in the title, condition, design, operation or fitness for use of, or damage to or loss or destruction of, any Aircraft, whether or not due to the fault of Owner, (d) any merger or consolidation of Owner or the Guarantor into or with any other Person, or any notation sale, transfer, lease or disposal of their Guarantees on any Securityof its assets, authenticated (e) any issuance of Series C Equipment Notes or (f) any change in the ownership of any shares of capital stock of Owner. (c) This Guarantee is an absolute, present and delivered by the Trustee shall continuing guaranty of payment and performance and not of collection and is in no way affect conditional or limit contingent upon any attempt to collect from Owner any unpaid amounts due. The Guarantor specifically agrees, to the fullest extent permitted by law, that it shall not be necessary or required, and that the Guarantor shall not be entitled to require, that any Party (i) file suit or proceed to obtain or assert a claim for personal judgment against Owner for the Guaranteed Obligations, or (ii) make any effort at collection of the Guaranteed Obligations from Owner, or (iii) foreclose against or seek to realize upon any security now or hereafter existing for the Guaranteed Obligations, including the Collateral (as defined in the Trust Indentures), or (iv) file suit or proceed to obtain or assert a claim for personal judgment against any other Person liable for the Guaranteed Obligations, or make any effort at collection of the Guaranteed Obligations from any such Guarantor’s Guarantee other Person, or exercise or assert any other right or remedy to which any Party is or may be entitled in connection with the Guaranteed Obligations or any security or other guaranty therefor, or (v) assert or file any claim against the assets of Owner or any other guarantor or other Person liable for the Guaranteed Obligations, or any part thereof, before or as a condition of enforcing the liability of the Guarantor under this Section 1301Guarantee or requiring payment of said Guaranteed Obligations by the Guarantor hereunder, or at any time thereafter.

Guarantee. The Guarantors jointly 10.1 YBS unconditionally and severally hereby fully and unconditionally guarantee irrevocably: (a) guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal Issuer and (including any amount due other than in respect of original issue discountLoans in respect of which the security expressed to be created by or pursuant to the Deed of Charge has been released by the Security Trustee (the Released Loans)) the Security Trustee the proper and punctual performance by the Seller of the Guaranteed Obligations in accordance with this Agreement and any premium unconditionally and interest on such irrevocably undertakes to each of the Issuer and (other than in respect of Loans in respect of which the security expressed to be created by or pursuant to the Deed of Charge has been released by the Security Trustee) the Security Trustee that if and each time the Seller does not properly perform the Guaranteed Obligations, YBS (or one of its subsidiaries) will procure that the Seller (or, failing which, YBS or one of its subsidiaries) carries out and any Additional Amounts and other amounts payable performs the Guaranteed Obligations forthwith upon first written demand by the Issuer or (other than in respect thereof)of the Released Loans) following the Security becoming enforceable, 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 Security Trustee; and (b) agrees with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) Security Trustee that if any Guaranteed Obligation becomes unenforceable, invalid or illegal, it will, as an independent and reasonable expensesprimary obligation, disbursements and advances indemnify the Issuer and/or the Security Trustee immediately on demand against any cost, loss or liability it incurs as a result of the TrusteeSeller not paying any amount which would, its agentsbut for such unenforceability, officersinvalidity or illegality, employees and directors, and any other amounts, including indemnification amounts, due to have been payable by it on the Trustee under Section 607date when it would have been due. The Guarantors each hereby agree that its obligations hereunder shall be as amount payable by YBS under this indemnity will not exceed the amount it would have had to pay under this Clause 10 if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to amount claimed had been recoverable on the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge basis of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent guarantee. 10.2 The obligations of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued YBS under this Indenture and all demands whatsoever, and covenants that its Guarantee Clause 10 will not be discharged with respect to affected by an act, omission, matter or thing which, but for this Clause 10, would reduce, release or prejudice any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in Clause 10. 10.3 YBS waives any right it may have of first requiring the obligations Issuer or the Security Trustee to proceed against or enforce any other rights or security or claim for payment from any person before claiming from YBS under this Clause 10. This waiver applies irrespective of such Guarantor under its Guarantee not constituting any law or any provision of a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) Transaction Document to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301contrary.

Guarantee. The Guarantors jointly and severally Guarantee set forth in this Article Sixteen shall only be in effect with respect to Securities of a series to the extent such Guarantee is made applicable to such series in accordance with Section 301. The Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Guaranteed Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and of, any premium and interest on such Security (on, and any Additional Amounts and other amounts payable by the Issuer in with respect thereof), when and as the same shall become due and payableto such Guaranteed Security, whether at the Stated Maturitymaturity, by declaration of acceleration, call for redemption redemption, repayment or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree In case of the failure of the Issuer punctually to pay any such principal, premium, interest or Additional Amounts, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the Trustee any amount same shall become due it for the compensation (as per the fee proposal agreed and payable, whether at maturity, upon between the Issuer and the Trustee) and reasonable expensesacceleration, disbursements and advances of the Trusteeredemption, its agents, officers, employees and directorsrepayment or otherwise, and any other amounts, including indemnification amounts, due to as if such payment were made by the Trustee under Section 607Issuer. The Guarantors each Guarantor hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a as surety, and shall be absolute absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Guaranteed Security of any series or this Indenture, any failure to enforce the provisions of any Guaranteed Security of any series or this Indenture, or any waiver, modification modification, consent or indulgence granted to the Issuer with respect thereto, thereto by the Holder of any such Guaranteed Security of any series or the Trustee, the recovery of any judgment against the Issuer or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger merger, insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any such Guaranteed Security or the indebtedness Indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and of, any premium and interest thereon on, and any Additional Amounts required with respect to, the Guaranteed Securities and the complete performance of all other obligations contained in the Guaranteed Securities. This Guarantee shall continue to be effective or be reinstated, as provided the case may be, if at any time payment on any Guaranteed Security, in Article Fourwhole or in part, Section 802 is rescinded or Article Thirteenmust otherwise be restored to the Issuer or the Guarantor upon the bankruptcy, liquidation or reorganization of the Issuer or otherwise. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each the Holder of Securities any Guaranteed Security against the Issuer in respect of any amounts paid to such Holder by the Guarantors Guarantor pursuant to the provisions of these Guaranteesthis Guarantee; provided, however, that the Guarantors 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 of, any premium and interest on on, and any Additional Amounts required with respect to, all the Guaranteed Securities of the same series and of like tenor shall have been paid in full. No past* * * * * This instrument may be executed in any number of counterparts, present or future stockholdereach of which so executed shall be deemed to be an original, officer, director, employee or incorporator of any Guarantor but all such counterparts shall have any personal liability under together constitute but one and the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301same instrument.

Guarantee. (a) The Guarantors jointly and severally hereby fully Guarantor irrevocably and unconditionally agrees with the Trust Preferred Guarantee Trustee and the Holders from time to time of the Trust Preferred Securities, subject to the limitations set forth in this Trust Preferred Guarantee, to guarantee payment, on a subordinated basis as provided in Section 5.02, in full to each Holder of a Security of each series authenticated and delivered such Holders (whether such rights under this Trust Preferred Guarantee are asserted by the Trust Preferred Guarantee Trustee or directly by any such Holder) (without duplication of amounts theretofore paid to the Holders by the Trust), regardless of any defense, right of set-off or counterclaim that the Trust may have or assert, of: (i) Capital Payments due and punctual payment payable on the Trust Preferred Securities on each Payment Date for the then current Payment Period, in the amounts and in the manner set forth in the Trust Agreement, including any Arrears of Payments that are due and payable pursuant to the terms of the principal (Trust Preferred Securities, and including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable with respect to such Capital Payments and, if applicable, such Arrears of Payments; (ii) on any Redemption Date, the Redemption Price for each Trust Preferred Security called for redemption by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwiseTrust, in accordance with the terms provisions of such Security and the Trust Agreement; (iii) upon any voluntary or involuntary dissolution, liquidation or winding up of this Indenture. The Guarantors jointly and severally hereby agree to pay the Trust (other than a dissolution of the Trust in which the Class B Preferred Securities are distributed to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances Holders of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or Trust Preferred Securities as provided in Article Fourthe Trust Agreement), Section 802 or Article Thirteen. The Guarantors each further agree thatthe liquidation preference amount of the Trust Preferred Securities, as between such Guarantor, plus accrued and unpaid Capital Payments on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration Trust Preferred Securities in respect of the obligations guaranteed herebythen current Payment Period to but excluding the date of liquidation, plus, with respect to the Upper Tier 2 Percentage only, Arrears of Payments that are due and payable, and plus any Additional Amounts payable with respect to such Capital Payments and, if applicable, such Arrears of Payments; (collectively, the “Guarantee Payments”). All Guarantee Payments shall include interest accrued on such Guarantee Payments, at a rate per annum equal to the Stated Rate of the Trust Preferred Securities, since the date of the claim asserted under this Trust Preferred Guarantee relating to such Guarantee Payments. (b) The obligations Guarantor’s obligation to make any of each Guarantor hereunder will be limited the payments listed in (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) of subsection (a) above may be satisfied by direct payment of the required amounts by the Guarantor to the extent otherwise necessary so that Holders or by causing the Trust to pay such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301Holders.

Guarantee. The Guarantors jointly and severally Parent hereby fully and unconditionally guarantee guarantees (i) to each Holder of a each Security of each series that is authenticated and delivered by the Trustee, and (ii) to the Trustee on behalf of such Holder, the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium of, premium, if any, and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturitystated maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances In case of the Trusteefailure of the Company punctually to make any such payment, its agentsParent hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, officerswhether at the stated maturity or by acceleration, employees and directorscall for redemption or otherwise, and any other amounts, including indemnification amounts, due to as if such payment were made by the Trustee under Section 607Company. The Guarantors each Parent hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invaliditythe validity, irregularity regularity or unenforceability enforceability of any such Security of any series or this Indenture, the absence of any failure action to enforce the provisions of same or any Security of any series or this Indenturerelease, any waiveramendment, modification waiver or indulgence granted to the Issuer with respect thereto, by the Holder Company or Parent or any consent to departure from any requirement of any Security other guarantee of all or any series or of the Trustee, Securities or any other circumstances which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding . Parent hereby waives the foregoing, no such waiver, modification or indulgence shall, without the consent benefits of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand for payment, any requirement that the Trustee or any of paymentthe 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 Person or any collateral, filing of claims with a court in the event of merger insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer, the benefit of discussionCompany, protest or notice with respect to any such Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Guarantee. Parent agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders of the applicable series of Securities are prevented by applicable law from exercising their respective rights to accelerate the maturity of such Securities, to collect interest on such Securities, or to enforce or exercise any other right or remedy with respect to any Security except by payment in full such Securities, Parent agrees to pay to the Trustee for the account of the principal thereof and any premium and interest thereon or as provided in Article Foursuch Holders, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other handupon demand therefor, the Maturity of amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of Trustee or any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable lawHolders. The Guarantors Parent shall be subrogated to all rights of each Holder the holders of the Securities against the Issuer Company in respect of any amounts paid to by Parent on account of such Holder by the Guarantors Security pursuant to the provisions of these Guaranteesits Guarantee or this Indenture; provided, however, that the Guarantors Parent shall not be entitled to enforce, enforce or to receive any payments payment arising out of of, or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same such series and of like tenor issued hereunder shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of The Guarantee shall remain in full force and effect and continue to be effective should any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not petition be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed filed by or on behalf against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any part of the TrusteeCompany’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 such Securities, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any holder of such Securities, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. For In the avoidance of doubt, the fact event that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Securitypayment, or any notation part thereof, is rescinded, reduced, restored or returned, such Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. Any term or provision of their Guarantees on any Securitythe Guarantee to the contrary notwithstanding, authenticated and delivered by the Trustee aggregate amount of the obligations guaranteed hereunder shall in no way affect be reduced to the extent necessary to prevent such Guarantee from violating or limit such Guarantor’s Guarantee becoming voidable under this Section 1301applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantee. The Guarantors jointly 6.1 In consideration of the VENUE OWNER agreeing to enter into this Agreement, the Guarantor hereby guarantees to the VENUE OWNER and severally hereby fully its permitted successors, transferees and unconditionally guarantee to each Holder of a Security of each series authenticated and delivered by the Trustee assigns the due and punctual performance and observance by ELIXIR of all its obligations under this Agreement or arising from any termination of this Agreement and if the ELIXIR defaults in payment of the principal (including any sum when due or any amount due in respect of original issue discount) of and any premium and interest payable to the VENUE OWNER under this Agreement or arising from its termination, the Guarantor shall immediately on such Security (and any Additional Amounts and other amounts payable demand by the Issuer in respect thereof)VENUE OWNER, 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. The Guarantors jointly and severally hereby agree to unconditionally pay that amount to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be VENUE OWNER as if it were a principal debtor was ELIXIR and, without prejudice to the foregoing, as an independent and primary obligation of the Guarantor. The Guarantor unconditionally and irrevocably agrees to indemnify and keep indemnified the VENUE OWNER from and against all losses, damages, costs, claims, liabilities, demands and expenses of whatsoever nature which it may suffer or incur arising from the failure of ELIXIR to comply with any of its obligations, or discharge any of its liabilities under this Agreement or through any of the guaranteed obligations becoming unenforceable, invalid, or illegal (on any grounds whether known to them or to ELIXIR or not). 6.2 If any of the obligations of ELIXIR that are the subject of the guarantee contained in this Clause 6 (such guarantee being hereinafter referred to as “the Guarantee”) cease to be valid or enforceable (in whole or in part) on any ground whatsoever (including, but not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected bylimited to, any invalidity, irregularity defect in or unenforceability want of powers of the relevant party or irregular exercise thereof or any lack of authority on the part of any Security person purporting to act on behalf of the relevant party or any series legal or this Indentureother limitation, any failure to enforce the provisions of any Security of any series disability or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trusteeincapacity, or any other circumstances which may otherwise constitute a legal change in the constitution of, or equitable discharge of a surety any amalgamation or guarantor; providedreconstruction of, however, that, notwithstanding or the foregoing, no such waiver, modification liquidation receivership or indulgence shall, without the consent insolvency of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuerrelevant party), the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant Guarantor shall nevertheless be liable to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration VENUE OWNER in respect of the obligations guaranteed herebypurported obligation or liability as if the same were fully valid and enforceable and the Guarantor was the principal obligors in respect thereof. 6.3 The liabilities of the Guarantor under the Guarantee shall not be discharged or affected in any way by:- (a) the VENUE OWNER compounding or entering into any compromise, settlement or arrangement with ELIXIR or any other person; or (b) any variation, extension, increase, renewal, determination, release or replacement of this Agreement whether or not made with the consent or knowledge of the Guarantor; or (c) the VENUE OWNER granting any time, indulgence, concession, relief, discharge or release to ELIXIR or any other person realising, giving up, agreeing to any variation, renewal or replacement of, releasing, abstaining from or delaying to taking advantage of or otherwise dealing with any securities from or other rights or remedies which it may have against ELIXIR or any other person; or (d) any other matter or thing which, but for this provision, might exonerate or affect the liabilities of the Guarantor. 6.4 The VENUE OWNER shall not be obliged to take any steps to enforce any rights or remedy against ELIXIR before enforcing the Guarantor. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, Guarantee is in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee security or pursuant right now or hereafter available to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301ELIXIR.

Guarantee. The Guarantors jointly and severally hereby fully By its execution hereof, Lockheed ▇▇▇▇▇▇ irrevocably and unconditionally guarantee to each Holder of a Security of each series authenticated and delivered by the Trustee guarantees (i) the due and punctual payment of the principal (including any amount due in respect of original issue discount) of of, premium and any premium Liquidated Damages, if any, and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payableNotes, whether at the Stated Maturitymaturity, by declaration of acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest on the Notes, and payment of expenses and all other payment Obligations of the Company, to the Holders or the Trustee in accordance with Article X of the Original Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the 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, whether at stated maturity, by acceleration, call for redemption or otherwise (collectively, the “Guarantee Obligations”). The Guarantors jointly and severally Lockheed ▇▇▇▇▇▇ hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree agrees that its obligations hereunder shall be as if it were a the principal debtor and not merely a surety, surety and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series such Note, the Original Indenture or this the First Supplemental Indenture, any failure to enforce the provisions of any Security of any series such Note, the Original Indenture or this the First Supplemental Indenture, any waiver, modification or indulgence granted to the Issuer Company with respect thereto, by the Holder of any Security of any series such Note or the Trustee, or any other circumstances which that otherwise may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, provided that, notwithstanding the foregoing, no such waiver, modification modification, indulgence or indulgence circumstance shall, without the consent of the GuarantorsLockheed ▇▇▇▇▇▇, increase the principal amount of a Security the Notes or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Lockheed ▇▇▇▇▇▇ hereby waive agrees that its Guarantee Obligations shall be enforceable without any demand, suit or proceeding first against the Company. Lockheed ▇▇▇▇▇▇ hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer, the benefit of discussionCompany, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture guaranteed hereby and all demands whatsoever, whatsoever and covenants that its this Guarantee will not be discharged with respect as to any Security such Note except in accordance with Section 9.2 of the Indenture or by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article ThirteenGuarantee Obligations. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra Lockheed ▇▇▇▇▇▇ agrees that a notation of its Guarantee in the form set forth below shall be endorsed on each Note authenticated and delivered by the Trustee after the date of the First Supplemental Indenture and that the First Supplemental Indenture shall be executed on behalf of Lockheed ▇▇▇▇▇▇ by an Officer of Lockheed ▇▇▇▇▇▇: “Lockheed ▇▇▇▇▇▇ Corporation has guaranteed the due and punctual payment of the principal of, impairment premium and Liquidated Damages, if any, and interest on this Note, whether at maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of statutory capital interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest on this Note, and payment of expenses and all other payment Obligations of the Company, to the Holders or similar capital restrictions under applicable law and/or the Trustee in accordance with Article X of the Indenture, and (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect case of any amounts paid to extension of time of payment or renewal of any Notes or any such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, howeverother obligations, that the Guarantors same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption or otherwise.” Lockheed ▇▇▇▇▇▇ agrees that its Guarantee set forth in this Article X shall not be entitled remain in full force and effect and apply to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities Notes notwithstanding any failure to endorse on each Note a notation of its Guarantee. If an Officer whose facsimile signature is on a Note or a notation of Guarantee no longer holds that office at the same series and of like tenor time the Trustee authenticates the Note on which the Guarantee is endorsed, the Guarantee shall have been paid in fullbe valid nevertheless. No past, present or future stockholder, officer, director, employee or incorporator The delivery of any Guarantor Note by the Trustee, after the authentication thereof hereunder, shall have any personal liability under constitute due delivery of the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or Indenture on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. The Guarantors jointly and severally (a) Each Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and of, any premium and interest on on, such Security, whether at the Final Maturity Date, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Security (and any Additional Amounts and other amounts payable by this Indenture. In case of the failure of the Issuer in respect thereof)punctually to pay any such principal, premium, interest or any additional amounts, each Guarantor hereby agrees to cause any such payment to be made (without duplication) punctually when and as the same shall become due and payable, whether at the Stated Maturitystated maturity, by declaration of upon acceleration, call for redemption redemption, repayment or otherwise, in accordance with and as if such payment were made by the terms of such Security and of this IndentureIssuer. The Guarantors jointly Guarantee shall be unsecured and severally unsubordinated indebtedness of each Guarantor and rank equally with other unsecured and unsubordinated indebtedness of each Guarantor that is currently outstanding or that it may issue in the future. (b) Each Guarantor hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a as surety, and shall be absolute absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, or any waiver, modification modification, consent or indulgence granted to the Issuer with respect thereto, thereto by the Holder of any such Security of any series or the Trustee, the recovery of any judgment against the Issuer or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantorseach Guarantor, increase the principal amount of a such Security or the interest rate thereon or impose or increase any premium payable upon redemption thereof. The Guarantors each Each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger merger, insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any such Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its the Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and of, any premium and interest thereon on, and any additional amounts required with respect to, the Securities and the complete performance of all other payment obligations contained in the Securities. (c) The Guarantee shall continue to be effective or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree thatbe reinstated, as between such Guarantorthe case may be, if at any time payment on any Security, in whole or in part, is rescinded or must otherwise be repaid to the one handIssuer or any Guarantor upon the bankruptcy, and the Holders and the Trustee, on the other hand, the Maturity liquidation or reorganization of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its GuaranteeIssuer, but not in the case of any stay, injunction Guarantor or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each otherwise. (d) Each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each the Holder of Securities any Security against the Issuer in respect of any amounts paid to such Holder by the Guarantors such Guarantor pursuant to the provisions of these Guaranteesthe Guarantee; provided, however, that the Guarantors each 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 of, any premium and interest on on, and any additional amounts required with respect to, all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. The Guarantors jointly By its execution hereof, the Guarantor acknowledges and severally agrees that it receives substantial benefits from the Company and that the Guarantor is providing its guarantee (the “Guarantee”) for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 13, the Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Security of each series Bond authenticated and delivered by the Trustee the due and punctual payment its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Bonds or the obligations of the Company hereunder or thereunder: (i) that the principal of (including any amount due in respect the Tax Event Repurchase Price, Change of original issue discount) of Control Repurchase Price or Listing Failure Event Repurchase Price, as the case may be, pursuant to Article 15 or Article 16, as applicable), premium, if any, interest, if any, on the Bonds and any premium and interest on such Security (Guarantor Shares, and any Additional Amounts cash in lieu of fractional Guarantor Shares, if any, due upon exchange of the Bonds in accordance with Article 14 and other amounts payable by the Issuer Articles, in respect thereof)each case, when shall be duly and punctually paid or delivered in full (as the same shall become due and payablecase may be) when due, whether at the Stated MaturityMaturity Date, by declaration of upon acceleration, call for redemption upon repurchase in connection with a Tax Event or otherwiseFundamental Change or otherwise or upon exchange, and interest on overdue principal, premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Bonds and all other obligations of the Company to the Holders or the Trustee hereunder or under the Bonds (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) the full and punctual performance within applicable grace periods of such Security all other obligations of the Company under this Indenture with respect to the Bonds, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 13.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Indenture. The Guarantors jointly and severally Article 13, the Guarantor hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree agrees that its obligations Guarantee hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of any Security of any series the Bonds or this Indenture, the absence of any failure action to enforce the provisions same, any waiver or consent by any Holder of the Bonds with respect to any thereof, the entry of any Security of any series or this Indenturejudgment against the Company, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, same or any other circumstances circumstance which may might otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent defense of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereofGuarantor. The Guarantors each Guarantor hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, waives and relinquishes: (a) any right to require the Trustee, the Holders or the Company (each, a proceeding first “Benefited Party”) to proceed against the IssuerCompany or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the benefit Company, any Benefited Party, any creditor of discussion, protest or notice with respect to any Security the Guarantor or the indebtedness evidenced thereby Company or with respect on the part of any sinking fund payment required pursuant other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the terms Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a Security issued surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment or delivery in full (as the case may be) of all Guarantee Obligations, including the principal, premium, if any, and interest on the Bonds, the cash and any Guarantor Shares due upon exchange of the Bonds and all other costs provided for under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four7. If any Holder or the Trustee is required by any court or otherwise to return to either the Company or the Guarantor, Section 802 or Article Thirteenany trustee or similar official acting in relation to either the Company or the Guarantor, any amount paid by the Company or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantors each further agree Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between such Guarantorit, on the one hand, and the Holders of Bonds and the Trustee, on the other hand, (x) the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of its Guaranteehereof, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations Guarantee Obligations, and (y) in the event of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to any acceleration of such obligations of each Guarantoras provided in Article 6 hereof, all other contingent such Guarantee Obligations (whether or not due and fixed liabilities of such payable) shall forthwith become due and payable by the Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect for the purpose of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301Guarantee.

Guarantee. The Guarantors Guarantor unconditionally guarantees, jointly with any other guarantors from time to time and severally hereby fully severally, as a primary obligor and unconditionally guarantee to each Holder not merely as a surety, the due and punctual payment and performance of a Security all Obligations, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Loan Party under Debtor Relief Laws, and including interest that accrues after the commencement by or against any Loan Party of each series authenticated and delivered by any proceeding under any Debtor Relief Laws whether or not the Trustee claim for such interest is allowed in such proceeding, including, without limitation, (i) the due and punctual payment of (A) the principal of and premium, if any, and interest (including interest accruing during the pendency of any amount due proceeding or case under any Debtor Relief Law, regardless of whether allowed or allowable in respect of original issue discountsuch proceeding or case) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof)Loans, when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by declaration of acceleration, call upon one or more dates set for redemption prepayment or otherwise, in accordance with and (B) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise of the terms Borrower and other Loan Parties to the Administrative Agent and the Lenders under the Credit Agreement and the other Loan Documents, and (ii) the due and punctual performance of such Security all covenants, agreements, obligations and liabilities of this Indenturethe Borrower and other Loan Parties under or pursuant to the Credit Agreement and the other Loan Documents (collectively, the “Guaranteed Obligations”). The Guarantors jointly Guarantor further agrees that the Guaranteed Obligations may be amended, extended, refinanced, modified or renewed, in whole or in part, without notice to or further assent from the Guarantor, and severally hereby agree to pay that the Guarantor will remain bound upon its guarantee notwithstanding any amendment, extension, refinancing, modification or renewal of any Guaranteed Obligations. All payments made by the Guarantor under this Agreement shall be made to the Trustee any amount due it for Administrative Agent at the compensation (as per Administrative Agent’s Office in Dollars. Anything contained herein to the fee proposal agreed upon between contrary notwithstanding, to the Issuer and extent that the Trustee) and reasonable expenses, disbursements and advances obligations of the TrusteeGuarantor hereunder would be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, its agentsUnited States Code) or any comparable provisions of any similar federal or state law, officers, employees and directors, and any other amounts, including indemnification amounts, due the obligations of the Guarantor hereunder shall be limited to an aggregate amount equal to the Trustee under Section 607. The Guarantors each hereby agree largest amount that would not render its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition subject to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301provisions.

Guarantee. The Guarantors jointly Subject to the provisions of this Article Sixteen, Guarantor hereby fully, unconditionally and severally hereby fully and unconditionally guarantee irrevocably guarantees on a senior unsecured basis to each Holder of a Security any series of each series authenticated Securities and delivered by to the Trustee on behalf of the due Holders of the Securities, the full and punctual payment (whether at maturity, upon redemption, or otherwise) of the principal (including any amount due in respect of original issue discount) of and of, any premium and interest on such Security (and any Additional Amounts and other amounts payable by with respect to each of the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, Securities in accordance with the terms of such Security Securities, any Coupons appertaining thereto and of this Indenture. The Guarantors jointly and severally hereby agree Upon failure by the Company to pay punctually any such amount with respect to a series of Securities, Guarantor shall forthwith on demand pay the Trustee any amount due it for not so paid with respect to such series of Securities at the compensation (as per place and in the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or manner specified in this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, the benefit of discussion, protest or notice with respect to any such Security or the indebtedness debt evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that that, except as set forth in Section 1604(1), its Guarantee will not be discharged with respect as to any Security such series of Securities except by payment in full of the principal thereof and of, any premium and interest thereon on and any Additional Amounts with respect to such Securities in accordance with the terms of such Securities, any Coupons appertaining thereto and this Indenture or by discharge and/or defeasance pursuant to Section 401 or 402, as applicable. The maturity of the obligations guaranteed hereby may be accelerated as provided in Article FourFive for the purposes of this Article Sixteen. In the event of any declaration of acceleration of such obligations as provided in Article Five which is not thereafter rescinded or annulled or otherwise waived pursuant to this Indenture or the relevant Securities, such obligations (whether or not due and payable) shall forthwith become due and payable by Guarantor for the purpose of this Article Sixteen, for so long as such declaration of acceleration with respect to the applicable Securities has not been rescinded or annulled or such default has not been waived. If the Trustee or the Holder of any Security is required by any court or otherwise to return to the Company or Guarantor, or any custodian, receiver, liquidator, trustee, sequestrator or other similar official acting in relation to the Company or Guarantor, any amount paid to the Trustee or such Holder in respect of a Security, this Guarantee, subject to Section 802 or Article Thirteen1604(1), to the extent theretofore discharged, shall be reinstated in full force and effect with respect to such series of Securities. The Guarantors each Guarantor further agree agrees, to the fullest extent that it may lawfully do so, that, as between such Guarantorit, on the one hand, and the Holders of such series of Securities and the Trustee, on the other hand, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of notwithstanding any stay, injunction or other prohibition existing under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under hereby further agrees that its Guarantee or pursuant to its contribution obligations under this IndentureIndenture and the Securities shall be unconditional, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach regardless of the rules governing financial assistancevalidity, corporate purposeregularity or enforceability of this Indenture or the Securities, ultra ▇▇▇▇▇the absence of any action to enforce this Indenture or the Securities, impairment any waiver or consent by any Holder of statutory capital the Securities with respect to any provisions of this Indenture or similar capital restrictions under applicable law and/or (ii) the Securities, any modification or amendment of, or supplement to, this Indenture or the Securities, the recovery of any judgment against the Company or any action to the extent enforce any such judgment, or any other circumstance that might otherwise necessary so that such obligations do not constitute a breach legal or equitable discharge or defense of applicable lawa Guarantor. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; providedGuarantor hereby irrevocably defers, however, that the Guarantors 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 of, any premium and interest on all and any Additional Amounts with respect to the relevant series of Securities of the same series and of like tenor shall have been paid in full, any claim or other rights which it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of its obligations under its Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of the Holders of such Securities against the Company or any collateral which any such Holder of such Securities or the Trustee on behalf of such Holder of such Securities hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. No pastIf any amount shall be paid to Guarantor in violation of the preceding sentence and the principal of, present or future stockholderany premium and interest on and any Additional Amounts with respect to each of the relevant Securities shall not have been paid in full, officersuch amount shall be deemed to have been paid to Guarantor for the benefit of, directorand held in trust for the benefit of, employee or incorporator the Holders of such Securities, and shall forthwith be paid to the Trustee for the benefit of the Holders of such Securities to be credited and applied upon the principal of, any premium and interest on and any Additional Amounts with respect to each of such Securities. Guarantor shall have any personal liability under acknowledges that it will receive direct and indirect benefits from the Guarantees issuance of the Securities pursuant to this Indenture and that the waivers set forth in this Section 1301 by reason 1601 are knowingly made in contemplation of his or its status as such stockholder, officer, director, employee or incorporatorbenefits. The Guarantees Guarantee set forth in this Section 1301 1601 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. The (a) Each of Guarantors absolutely and unconditionally, jointly and severally hereby fully severally, guarantees and unconditionally guarantee agrees to each Holder of a Security of each series authenticated be liable for the full and delivered by the Trustee the indefeasible payment and performance when due and punctual payment of the principal following (including any amount due in respect all of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and which are collectively referred to herein as the same shall become due "Guaranteed Obligations"): (i) all obligations, liabilities and payableindebtedness of any kind, nature and description of any one or more of Borrowers to Lender and/or its affiliates, including principal, interest, charges, fees, costs and expenses, however evidenced, whether at the Stated Maturityas principal, by declaration of accelerationsurety, call for redemption endorser, guarantor or otherwise, in accordance with whether arising under the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to Loan Agreement, the Trustee other Financing Agreements or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances renewal term of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to Loan Agreement or after the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability commencement of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice case with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability Borrower under the Guarantees set forth in this Section 1301 by reason of his United States Bankruptcy Code or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors similar statute (including, without limitation, the payment of interest and other amounts, which would accrue and become due but for the commencement of such case and including loans, interest, fees, charges and expenses related thereto and all other obligations of any New Borrower or its successors to Lender arising after the commencement of such case), whether direct or indirect, absolute or contingent, joint or several, primary or secondary, liquidated or unliquidated, secured or unsecured, and however acquired by Lender and (ii) all expenses (including, without limitation, attorneys' fees and legal expenses) incurred by Lender in connection with the preparation, execution, delivery, recording, administration, collection, liquidation, enforcement and defense of any one or more of Borrowers' obligations, liabilities and indebtedness as aforesaid to Lender, the rights of Lender in any collateral or under this Guarantee and all other Financing Agreements or in any way involving claims by or against Lender directly or indirectly arising out of or related to the relationships between any one or more of Borrower, any of Guarantors or any other Obligor (as hereinafter defined) and Lender, whether such expenses are incurred before, during or after the initial or any renewal term of the Loan Agreement and the other Financing Agreements or after the commencement of any case with respect to any Borrower or any of Guarantors under the United States Bankruptcy Code or any similar statute. (b) This Guarantee is a guaranty of payment and not of collection. Each of Guarantors agrees that Lender need not attempt to collect any Guaranteed Obligations from any Borrower, any one of Guarantors or any other Obligor or to realize upon any collateral, but may require any one of Guarantors to make immediate payment of all of the Guaranteed Obligations to Lender when due, whether by maturity, acceleration or otherwise, or at any time thereafter. Lender may apply any amounts received in respect of the Guaranteed Obligations to any of the Guaranteed Obligations, in whole or in part (including attorneys' fees and legal expenses incurred by Lender with respect thereto or otherwise chargeable to a Borrower or Guarantors) have and in such order as Lender may elect. (c) Payment by Guarantors shall be made to Lender at the office of Lender from time to time on demand as Guaranteed Obligations become due. Guarantors shall make all payments to Lender on the Guaranteed Obligations free and clear of, and without deduction or will execute withholding for or on account of, any Securitysetoff, counterclaim, defense, duties, taxes, levies, imposts, fees, deductions, withholding, restrictions or conditions of any kind. One or more successive or concurrent actions may be brought hereon against any of Guarantors either in the same action in which any one or more of Borrowers or any of the other Guarantors or any other Obligor is sued or in separate actions. In the event any claim or action, or any notation of their Guarantees action on any Securityjudgment, authenticated and delivered based on this Guarantee is brought against any of Guarantors, each of Guarantors agrees not to deduct, set-off, or seek any counterclaim for or recoup any amounts which are or may be owed by the Trustee shall in no way affect or limit such Lender to any of Guarantors. (d) Each Guarantor’s Guarantee 's obligations under this Section 1301Guarantee constitute Obligations of such Guarantor under the Loan Agreement that are secured by all of the Collateral.

Guarantee. The Guarantors jointly and severally Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee and to the due Trustee and punctual payment of its successors and assigns that: the principal of, premium thereon (including any amount due in respect of original issue discountif any) of and any premium and interest on such Security (and each series of Securities will be promptly paid in full when due, subject to any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payableapplicable grace period, whether at the Stated Maturitymaturity, by declaration of acceleration, call for by redemption or otherwise, and interest on the overdue principal and interest on any overdue interest on each series of Securities and all other monetary obligations of the Company to the Holders or the Trustee hereunder or such series of Securities will be promptly paid in full or performed, all in accordance with the terms of such Security and of this Indenturehereof. The Guarantors jointly and severally Guarantor hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective ofof the validity, and shall be unaffected byregularity or enforceability of each series of Securities of this Indenture or any series of Securities, the absence of any action to enforce the same, any invalidity, irregularity waiver or unenforceability consent by any Holder of any Security this Indenture of any series or this Indentureof Securities with respect to any provisions hereof, the recovery of any judgment against the Company, any failure action to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, same or any other circumstances circumstance which may might otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent defense of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereofGuarantor. The Guarantors each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, the benefit of discussionprotest, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, whatsoever and covenants that its the Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity complete performance of the obligations guaranteed hereby may be accelerated as provided contained in Article Five hereof for this Indenture and each series of Securities. If any Holder or the purposes of its Trustee is required by any court or otherwise to return to the Company or the Guarantor or any custodian, trustee, liquidator, or other similar official acting in relation to the Company or the Guarantor, any amount paid by the Company or Guarantor to the Trustee or such Holder, the Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors theretofore discharged, shall be subrogated to all rights of each Holder of Securities against the Issuer reinstated in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 full force and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301effect.

Guarantee. The Guarantors Except as otherwise set forth in a Board Resolution, Officers' Certificate or supplemental indenture establishing a series of Securities and subject to the provisions of this Article Sixteen, each Guarantor hereby jointly and severally hereby fully unconditionally and unconditionally guarantee irrevocably guarantees, as a primary obligor and not merely as a surety, to each Holder of a Security of each series authenticated and delivered by to the Trustee and its successors and assigns (a) the due full and punctual payment of the principal (including any amount due of and interest on and liquidated damages in respect of original issue discountthe Securities of each series when due, whether on the Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for expenses, indemnification or otherwise under this Indenture and the Securities of each series (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article Sixteen notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives (to the extent that it may lawfully do so) (a) presentation to, demand of, payment from and protest to the Issuer of any of the Guaranteed Obligations, (b) notice of protest for nonpayment and (c) notice of any default under Securities of any series or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities of any series or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities of any series or any other agreement relating to this Indenture or the Securities; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (v) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 16.02(b). Each Guarantor hereby waives (to the extent that it may lawfully do so) (x) any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor's obligations would be less than the full amount claimed, (y) any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer's or such Guarantor's obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder and (z) any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor. Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives (to the extent that it may lawfully do so) any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. The Guarantee of each Guarantor is, to the extent and in the manner set forth in Section 4.01(b), subordinated and subject in right of payment to the prior payment in full of the principal of and any premium premium, if any, and interest on all Senior Indebtedness of the relevant Guarantor and is made subject to such Security (provisions of this Indenture. Except as expressly set forth in Sections 5.02 and 16.02, the obligations of each Guarantor hereunder shall not be subject to any Additional Amounts reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and other amounts payable shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities of any series or any other agreement relating to this Indenture or the Securities, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. Each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in respect thereof)limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by declaration of acceleration, call for by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in accordance with cash, to the terms Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Security Guaranteed Obligations, (ii) accrued and of this Indenture. The Guarantors jointly and severally hereby agree to pay unpaid interest on such Guaranteed Obligations (but only to the Trustee any amount due it for the compensation extent not prohibited by law) and (as per the fee proposal agreed upon between iii) all other monetary obligations of the Issuer to the Holders and the Trustee) and reasonable expenses, disbursements and advances . Each Guarantor agrees that it shall not be entitled to any right of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due subrogation in relation to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court Holders in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations and all obligations to which the principal thereof and any premium and interest thereon or as provided in Article Four, Guaranteed Obligations are subordinated pursuant to Section 802 or Article Thirteen4.01(b). The Guarantors each Each Guarantor further agree agrees that, as between such Guarantorit, on the one hand, and the Holders and the Trustee, on the other hand, (x) the Maturity maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of its Guaranteeany Guarantee herein, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed Obligations guaranteed hereby. The obligations , and (y) in the event of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations any declaration of each Guarantor, all other contingent and fixed liabilities acceleration of such Guarantor Guaranteed Obligations as provided in Article Six, such Guaranteed Obligations (whether or not due and any collections from or payments made payable) shall forthwith become due and payable by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach for the purposes of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator16.01. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for Each Guarantor also agrees to pay any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors and all costs and expenses (including, without limitation, any New Guarantorsincluding reasonable attorneys' fees and expenses) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered incurred by the Trustee shall or any Holder in no way affect or limit such Guarantor’s Guarantee enforcing any rights under this Section 130116.01.

Guarantee. The Guarantors jointly By its execution of the Notation of Guarantee on the applicable Securities, each Guarantor acknowledges and severally agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, each Guarantor hereby fully fully, unconditionally and unconditionally guarantee irrevocably guarantees to each Holder of a Security Securities of each series that are guaranteed by such Guarantor in accordance with Section 301, and authenticated and delivered by the Trustee the due and punctual payment of its successors and assigns that: (i) the principal of and premium (including any amount due the Redemption Price upon redemption pursuant to Article 11 and repayment price upon repayment pursuant to Article 13) and Interest on Securities of such series in respect of original issue discount) of the currency, currency unit or composite currency in which it is payable shall be duly and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer punctually paid in respect thereof), full when and as the same shall become due and payabledue, whether at the Stated MaturityMaturity Date, by declaration of upon acceleration, call for upon redemption or repayment, or otherwise, and Interest on overdue principal and premium and (to the extent permitted by law) Interest on any overdue Interest, if any, on Securities of such series and all other obligations of the Issuer to the Holders of Securities of such series or the Trustee hereunder or under the Securities of such series (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Securities of such series or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of such Security the extension or renewal, whether at the Maturity Date, by acceleration, call for redemption, notice of repayment exercise or otherwise, subject, however, in the case of clauses (i) and of this Indenture. The Guarantors jointly and severally hereby agree to pay (ii) above, to the Trustee any amount due limitations set forth in Section 1503 hereof (collectively, the “Guarantee Obligations”). Each Guarantor hereby agrees that it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances is a primary obligor of the TrusteeGuarantee Obligations, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and its Guarantee hereunder shall be absolute irrevocable and unconditional, irrespective ofof the validity, and shall be unaffected byregularity, any invaliditybinding effect or enforceability of the Securities of each series that are guaranteed by such Guarantor, irregularity or unenforceability of any Security of any 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 series with respect to any thereof, the entry of any Security of any series or this Indenturejudgment against the Issuer, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, same or any other circumstances circumstance which may might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) any right to require the Trustee or the Holders of Securities or such series (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any Benefited Party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a surety Benefited Party to file or guarantorenforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; provided(c) demand, howeverprotest, thatpresentment and notice of any kind, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent including but not limited to notice of the Guarantorsexistence, increase creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the principal amount part of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligenceGuarantor, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right Benefited Party, any creditor of any Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to require an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding first against instituted under the IssuerBankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby agrees that the Guarantee is a guarantee of payment and not of collection and hereby covenants that, except as otherwise provided therein, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will shall not be discharged with respect to any Security except by payment in full of all Guarantee Obligations, including the principal thereof of and any premium premium, if any, and interest thereon Interest on the Securities of such series and all other costs provided for under this Indenture or as provided in Article Four6. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or any Guarantor, Section 802 or Article Thirteenany trustee or similar official acting in relation to either the Issuer or any Guarantor, any amount paid by the Issuer or any Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantors each further agree Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all Guarantee Obligations. Each Guarantor agrees that, as between such Guarantorit, on the one hand, and the Holders of Securities of such series that are guaranteed by such Guarantor and the Trustee, on the other hand, (x) the Maturity maturity of the obligations guaranteed hereby Guarantee Obligations may be accelerated as provided in Article Five 5 hereof for the purposes of its Guaranteehereof, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations Guarantee Obligations, and (y) in the event of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities any acceleration of such Guarantee Obligations as provided in Article 5 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect for the purpose of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301Guarantee.

Guarantee. The Guarantors jointly and severally Guarantor hereby fully and unconditionally guarantee guarantees to each Holder the Holders of a Security Securities of each series issued by the Company, authenticated and delivered by the Trustee Trustee, the due and punctual payment of the principal (including any amount due in respect of original issue discountany Original Issue Discount Security) of and any premium and interest (when due) on such Security (Security, and the payment of any Additional Amounts and other amounts payable by sinking fund payments provided for pursuant to the Issuer in respect thereof)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, early repayment or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally Guarantor hereby agree to pay to agrees that in the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances event of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that an Event of Default its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer Company with respect thereto, thereto by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the GuarantorsGuarantor, increase the principal amount of a any Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of to any sinking fund payment required pursuant to the terms of a such Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged with respect to any such Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four4 or Section 8.2. If any Holder or the Trustee is required by any court or otherwise to return to the Company, Section 802 the Guarantor, or Article Thirteenany custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantor any amount paid by the Company or the Guarantor to the Trustee or such Holder, this Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantors each further agree that, as between such Guarantor, on Guarantor hereby waives any right of set off which the one hand, and Guarantor may have against the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case Holder of any stay, injunction or other prohibition preventing such acceleration Security in respect of any amounts which are or may become payable by such Holder to the obligations guaranteed herebyCompany. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder the Holders of any series of Securities and the Trustee against the Issuer Company in respect of any amounts paid to such Holder Holders and the Trustee by the Guarantors Guarantor pursuant to the provisions of these Guaranteesthe Guarantee; provided, however, that the Guarantors Guarantor shall not be entitled to enforce, enforce or to receive any payments arising out of or based upon, such right of subrogation until the principal of of, premium, if any, and any premium and interest interest, if any, on all of the Securities of the same such series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any the Guarantor shall have any personal liability under the Guarantees Guarantee set forth in this Section 1301 13.1 by reason of his his, her or its status as such stockholder, officer, director, employee or incorporator. The Guarantees Guarantee set forth in this Section 1301 13.1 shall not be valid or become obligatory for any purpose with respect to a any Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. The Guarantors jointly and severally Guarantor hereby fully irrevocably and unconditionally guarantee guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts with respect to such Security and other amounts payable by the Issuer in respect thereof)due and punctual payment of any payments provided for pursuant to the terms of such Security and any Coupons appertaining thereto, when and as the same shall become due and payable, whether at the Stated State Maturity, by declaration of acceleration, call for redemption or repayment or otherwise, in accordance with the terms of such Security Security, any such Coupons and this Indenture, and any and all other amounts owed by the Company to the Trustee or the Holders under the terms of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee This guarantee will not be discharged with respect to any Security Securities of any series or Coupons appertaining thereto except by payment in full of the principal thereof and any premium thereof, premium, if any, and interest thereon or as provided in Article Four, Section 802 or Article Thirteenand all other amounts payable thereunder and under this Indenture with respect thereto. The Guarantors each further agree that, as between such Guarantor, on Guarantor hereby expressly waives its right to require the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of Trustee to pursue or exhaust its Guarantee, but not in the case of any stay, injunction legal or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities equitable remedies against the Issuer in respect prior to exercising its rights under this guarantee. 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 repayment or otherwise, and as if such payment were made by the Company. The Guarantor hereby agrees that any amounts to be paid by it hereunder shall be paid without deduction or withholding for or on account of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholdertax, officerduty, directorassessment or governmental charge imposed upon or as a result of such payment by the Government of the United States, employee or incorporator any state or other political subdivision or taxing authority thereof or therein, or if deduction or withholding of any Guarantor such tax, duty, assessment or charge shall have at any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not time be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed required by or on behalf of the Trustee. For Government of the avoidance of doubtUnited States or any such state, political subdivision or taxing authority, the fact Guarantor shall pay such additional amount in respect of principal, premium, if any, and interest, if any, as may be necessary in order that none the net amounts paid to the Holder of a Security or the Trustee on behalf of the Guarantors Holder of such Security, as the case may be, pursuant to this guarantee after such deduction or withholding shall not be less than the amount provided for in such Security to be then due and payable; except that no such additional amount shall be payable in respect of any Security to any Holder (includinga) who is subject to such tax, without limitationduty, any New Guarantors) have assessment or will execute any governmental charge in respect of such Security by reason of his being connected with the United States otherwise than merely by the holding or ownership of such Security, or any notation (b) who is not dealing at arm's length with the Guarantor (within the meaning of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301Internal Revenue Code as amended from time to time).

Guarantee. The Guarantors (a) Guarantor absolutely and unconditionally, jointly and severally hereby fully and unconditionally guarantee to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment with any subsequent guarantors of the principal Guaranteed Obligations (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereofas hereinafter defined), guarantees and agrees to be liable for the full and indefeasible payment and performance when and due of the following (all of which are collectively referred to herein as the same shall become due and payable“Guaranteed Obligations”): (i) the Obligations (as defined in the Loan Agreement), whether at now existing or hereafter arising, whether arising before, during or after the Stated Maturity, by declaration of acceleration, call for redemption initial or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances renewal term of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to Loan Agreement or after the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability commencement of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice case with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability Borrower under the Guarantees set forth in this Section 1301 by reason of his United States Bankruptcy Code or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors similar statute (including, without limitation, the payment of interest and other amounts, which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in any New Guarantorssuch case and including loans, interest, fees, charges and expenses related thereto and all other obligations of Borrower or its successors to Agent and Lenders arising after the commencement of such case), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, and however acquired by Agent and Lenders, and (ii) have all expenses (including, without limitation, reasonable attorneys’ fees and legal expenses) incurred by Agent or will execute any SecurityLender in connection with the preparation, execution, delivery, recording, administration, collection, liquidation, enforcement and defense of Borrower’s obligations, liabilities and indebtedness as aforesaid to Agent or any Lender, the rights of Agent or any Lender in any collateral as set forth in the Financing Agreements or under this Guarantee and all other Financing Agreements or in any way involving claims by or against Agent or any Lender directly or indirectly arising out of or related to the relationships between Borrower, Guarantor or any other Obligor (as hereinafter defined) and Agent or any Lender, whether such expenses are incurred before, during or after the initial or any renewal term of the Loan Agreement and the other Financing Agreements or after the commencement of any case with respect to Borrower or Guarantor under the United States Bankruptcy Code or any similar statute. (b) This Guarantee is a guaranty of payment and not of collection. Guarantor agrees that Agent and Lenders need not attempt to collect any Guaranteed Obligations from Borrower, Guarantor or any other Obligor or to realize upon any collateral, but may require Guarantor to make immediate payment of all of the Guaranteed Obligations to Agent and Lenders when due, whether by maturity, acceleration or otherwise, or at any notation time thereafter. Agent and Lenders may apply any amounts received in respect of their Guarantees the Guaranteed Obligations to any of the Guaranteed Obligations, in whole or in part (including reasonable attorneys’ fees and legal expenses incurred by Agent or any Lender with respect thereto or otherwise chargeable to Borrower or Guarantor) and in such order as Agent may elect. (c) Any payment required to be made by Guarantor under this Guarantee shall be made to Agent at the office of Agent from time to time on demand as Guaranteed Obligations become due. Guarantor shall make all such payments to Agent free and clear of, and without deduction or withholding for or on account of, any setoff, counterclaim, defense, duties, taxes, levies, imposts, fees, deductions, withholding, restrictions or conditions of any kind. In the event any claim or action, or action on any Securityjudgment, authenticated and delivered based on this Guarantee is brought against Guarantor, Guarantor agrees not to deduct, set-off, or seek any counterclaim for or recoup any amounts which are or may be owed by Agent or any Lender to Guarantor. (d) Notwithstanding anything to the Trustee contrary contained herein, the amount of the obligations payable by Guarantor under this Guarantee shall in no way affect or limit such be the aggregate amount of the Guaranteed Obligations unless a court of competent jurisdiction adjudicates Guarantor’s Guarantee obligations to be invalid, avoidable or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers), in which case the amount of the Guaranteed Obligations payable by Guarantor hereunder shall be limited to the maximum amount that could be guaranteed by Guarantor without rendering Guarantor’s obligations under this Section 1301Guarantee invalid, avoidable or unenforceable under such applicable law.

Guarantee. A Guarantee shall only be in effect with --------- respect to Securities of a series when such Guarantee is made applicable to such series in accordance with Section 301 and such Guarantee is duly executed in accordance with Section 303. The Guarantors jointly and severally Company hereby fully and unconditionally guarantee guarantees to each Holder of a Guaranteed Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal of (including any amount due in respect of original issue discount) of and any premium and Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on such Guaranteed Security (and any Additional Amounts the due and other amounts payable by punctual payment of the Issuer in respect thereof)sinking fund payments, if any, provided for pursuant to the terms of such Guaranteed Security, when and as the same shall become due and payable, whether at the Stated Maturitymaturity, by declaration of upon acceleration, call for redemption redemption, repayment or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree In case of the failure of the Operating Partnership punctually to pay any such principal, premium, Make- Whole Amount, interest, Additional Amounts or sinking fund payment, the Company hereby agrees to cause any such payment to be made punctually when and as the Trustee any amount same shall become due it for the compensation (as per the fee proposal agreed and payable, whether at maturity, upon between the Issuer and the Trustee) and reasonable expensesacceleration, disbursements and advances of the Trusteeredemption, its agents, officers, employees and directorsrepayment or otherwise, and any other amounts, including indemnification amounts, due to as if such payment were made by the Trustee under Section 607Operating Partnership. The Guarantors each Company hereby agree agrees that its obligations hereunder and under any Guarantee shall be as if it were a principal debtor and not merely a as surety, and shall be absolute absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Guaranteed Security of any series or this Indenture, any failure to enforce the provisions of any Guaranteed Security of any series or this Indenture, or any waiver, modification modification, consent or indulgence granted to the Issuer with respect thereto, thereto by the Holder of any such Guaranteed Security of any series or the Trustee, the recovery of any judgment against the Operating Partnership or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Company hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger merger, insolvency or bankruptcy of the IssuerOperating Partnership, any right to require a proceeding first against the Issuer, the benefit of discussionOperating Partnership, protest or notice with respect to any such Guaranteed Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee the Guarantees will not be discharged with respect to any Security except by payment in full of the principal thereof of (and any premium and Make-Whole Amount, if any, on) and interest thereon or as provided and Additional Amounts, if any, on and sinking fund payments, if any, required with respect to, the Guaranteed Securities and the complete performance of all other obligations contained in Article Four, Section 802 or Article Thirteenthe Guaranteed Securities. The Guarantors each further agree thatGuarantees shall continue to be effective or be reinstated, as between such Guarantorthe case may be, if at any time payment on any Guaranteed Security, in whole or in part, is rescinded or must otherwise be restored to the one handOperating Partnership or the Company upon the bankruptcy, and the Holders and the Trustee, on the other hand, the Maturity liquidation or reorganization of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for Operating Partnership or the purposes of its Guarantee, but not in the case of any stay, injunction Company or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyotherwise. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors Company shall be subrogated to all rights of each the Holder of Securities any Guaranteed Security against the Issuer Operating Partnership in respect of any amounts paid to such Holder by the Guarantors Company pursuant to the provisions of these the Guarantees; provided, however, that the Guarantors Company 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 any premium and Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on and sinking fund payments, if any, required with respect to, all the Guaranteed Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. This Section 1401 and Section 1402 apply to the Securities of any series to the extent that the form of the Guarantee to be endorsed on such Securities is not otherwise established as contemplated by Section 301. The Guarantors jointly and severally Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (Security, and the due and punctual payment of any Additional Amounts and other amounts payable by sinking fund payments provided for pursuant to the Issuer in respect thereof)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 or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally Guarantor hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer Company with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the GuarantorsGuarantor, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each Guarantor further agree agrees that, as between such the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its this Guarantee, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer Company in respect of any amounts paid to such Holder by the Guarantors Guarantor pursuant to the provisions of these Guaranteesthis Guarantee; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any the Guarantor shall have any personal liability under the Guarantees Guarantee set forth in this Section 1301 1401 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees Guarantee set forth in this Section 1301 1401 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. (a) The Guarantors jointly Guarantor does hereby acknowledge that it is fully aware of the terms and severally conditions of the Trust Indentures, the Participation Agreements, the Equipment Notes and the transactions and the other documents contemplated thereby, and does hereby irrevocably and fully and unconditionally guarantee guarantee, as primary obligor and not as surety merely, to each Holder the Parties, as their respective interests may appear, the payment by Owner of all payment obligations when due under the Trust Indentures, the Participation Agreements and the Equipment Notes (such obligations of Owner guaranteed hereby being hereafter referred to, individually, as a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof)“Guaranteed Obligation” and, when and collectively, as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, “Guaranteed Obligations”) in accordance with the terms of such Security and of this Indenturethe Financing Agreements. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each Guarantor does hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a suretyin the event that Owner fails to pay any Guaranteed Obligation when due for any reason (including, and shall be absolute and unconditionalwithout limitation, irrespective the liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, and shall be unaffected byor other similar proceedings affecting the status, any invalidityexistence, irregularity assets or unenforceability obligations of Owner, or the disaffirmance with respect to Owner of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, Trust Indenture or any other circumstances Financing Agreement to which Owner is a party in any such proceeding) after the date on which such Guaranteed Obligation became due and payable and the applicable grace period has expired, the Guarantor shall pay or cause to be paid forthwith, upon the receipt of notice from the Indenture Trustee (such notice to be sent to Owner (to the extent the Indenture Trustee is not stayed or prevented from doing so by operation of law) and the Guarantor) stating that such Guaranteed Obligation was not paid when due after the applicable grace period has expired and stating the amount of such Guaranteed Obligation. (b) The obligations of the Guarantor hereunder shall not be, to the fullest extent permitted by law, affected by the genuineness, validity, regularity or enforceability (or lack thereof) of any of Owner’s obligations under any Trust Indenture or any other Financing Agreement to which Owner is a party, any amendment, waiver or other modification of any Trust Indenture or such other Financing Agreement (except that any such amendment or other modification shall be given effect in determining the obligations of the Guarantor hereunder), or by any substitution, release or exchange of collateral for or other guaranty of any of the Guaranteed Obligations (except to the extent that such substitution, release or exchange is not undertaken in accordance with the terms of the Financing Agreements) without the consent of the Guarantor, or by any priority or preference to which any other obligations of Owner may be entitled over Owner’s obligations under any Trust Indenture and the other Financing Agreements to which Owner is a party, or by any other circumstance that might otherwise constitute a legal or equitable defense to or discharge of the obligations of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (guarantor including, without limitation, any New Guarantorsdefense arising out of any laws of the United States of America of any State thereof which would excuse, discharge, exempt, modify or delay the due or punctual payment and performance of the obligations of the Guarantor hereunder. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not, to the fullest extent permitted by law, affect the liability of the Guarantor hereunder: (a) have the extension of the time for or will execute waiver of, at any Securitytime or from time to time, without notice to the Guarantor, Owner’s performance of or compliance with any of its obligations under the Financing Agreements (except that such extension or waiver shall be given effect in determining the obligations of the Guarantor hereunder), (b) any assignment, transfer, lease or other arrangement by which Owner transfers possession or loses control of the use of any Aircraft, (c) any defect in the title, condition, design, operation or fitness for use of, or damage to or loss or destruction of, any Aircraft, whether or not due to the fault of Owner, (d) any merger or consolidation of Owner or the Guarantor into or with any other Person, or any notation sale, transfer, lease or disposal of their Guarantees on any Securityof its assets, authenticated (e) any issuance of Additional Series Equipment Notes or (f) any change in the ownership of any shares of capital stock of Owner. (c) This Guarantee is an absolute, present and delivered by the Trustee shall continuing guaranty of payment and performance and not of collection and is in no way affect conditional or limit contingent upon any attempt to collect from Owner any unpaid amounts due. The Guarantor specifically agrees, to the fullest extent permitted by law, that it shall not be necessary or required, and that the Guarantor shall not be entitled to require, that any Party (i) file suit or proceed to obtain or assert a claim for personal judgment against Owner for the Guaranteed Obligations, or (ii) make any effort at collection of the Guaranteed Obligations from Owner, or (iii) foreclose against or seek to realize upon any security now or hereafter existing for the Guaranteed Obligations, including the Collateral (as defined in the Trust Indentures), or (iv) file suit or proceed to obtain or assert a claim for personal judgment against any other Person liable for the Guaranteed Obligations, or make any effort at collection of the Guaranteed Obligations from any such Guarantor’s Guarantee other Person, or exercise or assert any other right or remedy to which any Party is or may be entitled in connection with the Guaranteed Obligations or any security or other guaranty therefor, or (v) assert or file any claim against the assets of Owner or any other guarantor or other Person liable for the Guaranteed Obligations, or any part thereof, before or as a condition of enforcing the liability of the Guarantor under this Section 1301Guarantee or requiring payment of said Guaranteed Obligations by the Guarantor hereunder, or at any time thereafter.

Guarantee. (a) The Guarantors jointly and severally hereby fully Guarantor irrevocably and unconditionally guarantee to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), 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 agrees with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Guarantee Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Initial Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity from time to time of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its GuaranteeCompany Preferred Securities, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) subject to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees limitations set forth in this Section 1301 Guarantee, to pay in full to the Initial Holder and each subsequent Holder of Company Preferred Securities, whether such rights under this Guarantee are asserted by reason the Guarantee Trustee or directly by any such Holder (without duplication of his amounts theretofore paid to the Holders of the Company Preferred Securities by the Company), regardless of any defense, right of set-off or its status counterclaim that the Company may have or assert: (i) on each Mandatory Dividend Payment Date, Dividends on the Company Preferred Securities in an amount equal to the Mandatory Dividend Payment Amount; (ii) on each other Dividend Payment Date, Dividends (if any) on the Company Preferred Securities that have become Definitive Dividends as to such stockholderDividend Payment Date because the Guarantor did not deliver a No Dividend Instruction (as defined in the LLC Agreement); (iii) on each Redemption Date, officerthe Redemption Price payable with respect to the Company Preferred Securities called for redemption by the Company; (iv) upon any voluntary or involuntary dissolution, directorliquidation or winding up of the Company, employee or incorporator. The Guarantees the Liquidation Distribution; and (v) any Additional Amounts payable by the Company with respect to the payment set forth in this Section 1301 shall not be valid or become obligatory for clauses (i) through (iv), above, under the LLC Agreement; (b) The Guarantor's obligation to make any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance payments listed in (i) through (iii) of doubt, the fact that none subsection (a) above may be satisfied by direct payment of the Guarantors required amounts (including, without limitation, any New Guarantorswhich shall be in United States dollars) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect Guarantor to the Holders or limit by causing the Company to pay such Guarantor’s Guarantee under this Section 1301amounts to the Holders.

Guarantee. The Guarantors jointly (a) Guarantor hereby absolutely, irrevocably and severally hereby fully unconditionally, guarantees, as a guaranty of payment and unconditionally guarantee performance and not merely as a guaranty of collection, the punctual payment when due, whether at stated maturity, by required prepayment, acceleration, demand or otherwise, of (i) all amounts due and payable under the Notes, (ii) all amounts payable by Borrower to each Holder the Buyers, Collateral Agent or Trustee under any of a Security of each series authenticated the Transaction Documents and delivered (iii) and all reasonable, documented, out-of-pocket costs, attorneys’ fees and expenses incurred by the Trustee or Collateral Agent in connection with the due and punctual payment collection or enforcement of the principal amounts set forth in clauses (including i) and (ii) above, and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any amount due in respect of original issue discount) of and any premium and interest on such Security proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (and any Additional Amounts and other amounts payable by the Issuer in respect thereofTitle 11, United States Code), 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. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, successor statute or any other circumstances liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar Bankruptcy Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Bankruptcy Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Bankruptcy Laws (collectively, the “Guaranteed Obligations”). The books and records of Buyers showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding. This Guarantee shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which may might otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding defense to the foregoing, no such waiver, modification or indulgence shall, without the consent obligations of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued Guarantor under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment (other than the satisfaction in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one handGuaranteed Obligations), and the Holders and the TrusteeGuarantor hereby irrevocably waives, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of permitted by applicable law. The Guarantors shall be subrogated , any defenses it may now have or hereafter acquire in any way relating to any or all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301foregoing.

Guarantee. The Each Guarantor unconditionally guarantees, jointly with the other Guarantors jointly and severally hereby fully severally, as a primary obligor and unconditionally guarantee to each Holder of not merely as a Security of each series authenticated and delivered by the Trustee surety, (a) the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any amount due bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in respect of original issue discountsuch proceeding) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof)Loans, when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by declaration of acceleration, call upon one or more dates set for redemption prepayment or otherwise, (ii) each payment required to be made by U.S. Borrower under the Credit Agreement in accordance with respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the terms pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such Security and proceeding), of this Indenture. The Guarantors jointly and severally hereby agree to pay the Credit Parties to the Trustee any amount due it for Secured Parties under the compensation (as per the fee proposal agreed upon between the Issuer Credit Agreement and the Trusteeother Loan Documents, (b) the due and reasonable expensespunctual performance of all covenants, disbursements agreements, obligations and advances liabilities of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due Credit Parties under or pursuant to the Trustee under Section 607. The Guarantors each hereby agree that its Credit Agreement and the other Loan Documents, (c) the due and punctual payment and performance of all monies, obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure (including the obligations to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court make payments in the event of merger early termination) and other liabilities of Borrowers or bankruptcy any of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration their Subsidiaries in respect of overdrafts and related liabilities and obligations arising from any Bank Related Cash Management Agreement (as defined in the Credit Agreement), and (d) the due and punctual payment and performance of all monies, obligations (including the obligations guaranteed herebyto make payments in the event of early termination) and other liabilities of Borrowers or any of the Subsidiaries under each Hedging Agreement existing on the date hereof with any counterparty that was a Lender or an Affiliate of a Lender on the date hereof and each Hedging Agreement entered into with a counterparty that was a Lender (or an Affiliate of a Lender) at the time such Hedging Agreement was entered into (all the monetary and other obligations referred to in the preceding clauses (a) through (d) being collectively called the “Obligations”). The obligations of each Each Guarantor hereunder will further agrees that the Obligations may be limited (i) to the maximum amount as will, taking into accountextended or renewed, in addition whole or in part, without notice to such obligations of each Guarantoror further assent from it, all other contingent and fixed liabilities of such Guarantor and that it will remain bound upon its guarantee notwithstanding any collections from extension or payments made by or on behalf renewal of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301Obligation.

Guarantee. The Each Guarantor unconditionally guarantees, jointly with the other Guarantors jointly and severally hereby fully severally, as a primary obligor and unconditionally guarantee to each Holder of not merely as a Security of each series authenticated and delivered by the Trustee surety, (a) the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any amount due bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in respect of original issue discountsuch proceeding) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof)Loans, when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by declaration of acceleration, call upon one or more dates set for redemption prepayment or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) each payment required to be made by the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against Borrower under the Issuer Credit Agreement in respect of any amounts paid Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such Holder by proceeding), of the Guarantors Loan Parties to the Secured Parties under the Credit Agreement and the other Loan Documents, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Loan Parties under or pursuant to the provisions Credit Agreement and the other Loan Documents, (c) the due and punctual payment and performance of these Guarantees; providedall monies, howeverobligations and other liabilities of the Borrower or any of its Subsidiaries under each Hedging Agreement existing on the date hereof with any counterparty that was a Lender or an Affiliate of a Lender on the date hereof and each Hedging Agreement entered into with a counterparty that was a Lender (or an Affiliate of a Lender) at the time such Hedging Agreement was entered into and (d) the due and punctual payment and performance of all monies, obligations and other liabilities in respect of overdrafts and related liabilities and obligations arising from treasury, depository and cash management services which are in existence on the date hereof owed by the Borrower or any of its Subsidiaries to any entity that was a Lender or an Affiliate of a Lender on the date hereof and all such obligations owed by the Borrower or any of its Subsidiaries to any entity that was a Lender or an Affiliate of a Lender at the time such obligation arose (all the monetary and other obligations referred to in the preceding clauses (a) through (d) being collectively called the “Obligations”). Each Guarantor further agrees that the Guarantors shall not Obligations may be entitled extended or renewed, in whole or in part, without notice to enforceor further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator renewal of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301Obligation.

Guarantee. The Guarantors jointly and severally hereby fully and unconditionally guarantee to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment In consideration of the principal (including any amount due in respect of original issue discount) of Banks and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether Standby Lender agreeing at the Stated Maturity, by declaration request of acceleration, call Stena AB to make available to the Borrowers the loan and guarantee facilities provided for redemption or otherwise, in this Agreement in accordance with the terms of such this Agreement and in order to secure the payment of the Outstanding Indebtedness in accordance with the provisions of the Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer Documents and the Trustee) performance and reasonable expenses, disbursements and advances observance of all of the Trustee, obligations contained in the Security Documents:- (A) Stena AB as primary obligor as and for its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor own debt and not merely as surety hereby irrevocably and unconditionally undertakes to the Security Agent as trustee for and on behalf of itself, the Banks, the Issuing Banks, the Standby Lender, the Co-Arrangers and the Agent to be responsible for and hereby guarantees to the Security Agent the due and punctual payment by the Borrowers to the Agent on behalf of the Banks, the Issuing Banks, the Standby Lender, the Co-Arrangers, the Security Agent and the Agent (as and when due by acceleration, demand or otherwise howsoever) of the Outstanding Indebtedness and every part thereof; (B) Stena AB irrevocably and unconditionally undertakes immediately on demand by the Security Agent from time to time to pay and/or perform its obligations under Clause 12.1(A); and (C) Stena AB irrevocably and unconditionally undertakes immediately on demand by the Agent from time to time to indemnify and hold harmless the Security Agent, the Banks, the Issuing Banks, the Standby Lender, the Co-Arrangers and the Agent in respect of:- (i) any loss incurred by the Security Agent, the Banks, the Issuing Banks, the Standby Lender, the Co-Arrangers and/or the Agent as a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability result of any of the Security Documents or any provision thereof being or becoming invalid, void, voidable or unenforceable for any reason whatsoever; and (ii) all loss or damage of any series kind arising directly or this Indenture, indirectly from any failure on the part of the Borrowers to enforce the provisions of perform any Security of any series or this Indenture, any waiver, modification or indulgence granted obligation to the Issuer with respect thereto, be performed by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required Borrowers under and pursuant to the terms Security Documents or any of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebythem. The obligations of each Guarantor hereunder will Stena AB under this Clause 12 shall not be limited (i) to diminished by any of the maximum amount as will, taking into account, other obligations undertaken by Stena AB in addition to such obligations of each Guarantor, all other contingent this Agreement and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result Stena AB set out in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (iiClause 12.1(A) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights construed as a guarantee of each Holder payment and not of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301collection.

Guarantee. The Guarantors jointly (a) Subject to the other provisions of this Article, Healthpeak Properties, Inc. (“Healthpeak Properties”) hereby guarantees (the “Healthpeak Properties Guarantee”) and severally Healthpeak OP, LLC (“Healthpeak OP” and, together with Healthpeak Properties, the “Healthpeak Guarantors”) hereby fully and unconditionally guarantee guarantees (the “Healthpeak OP Guarantee” and, together with the Healthpeak Properties Guarantee, the “Healthpeak Guarantees”) to each Holder of a Healthpeak Guaranteed Series of Securities (which Security of each series has been authenticated and delivered by the Trustee), and to the Trustee the due and punctual payment its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Healthpeak Guaranteed Series of Securities, or the obligations of the Issuer hereunder or thereunder, that: (1) the principal (including any amount due in respect of original issue discount) of and any premium premium, if any, and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer Healthpeak Guaranteed Series of Securities will be promptly paid in respect thereof), full when and as the same shall become due and payabledue, whether at the Stated Maturity, or by declaration of acceleration, call for redemption or otherwise, and interest on the overdue principal of and interest on the Healthpeak Guaranteed Series of Securities, if any, if lawful, and all other obligations of the Issuer to the Holders of Healthpeak Guaranteed Series of Securities, 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 Healthpeak 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 the extension or renewal, whether at stated Maturity, by acceleration or otherwise. Failing payment when due of this Indenture. The Guarantors jointly and severally hereby agree any amount so guaranteed or any performance so guaranteed for whatever reason, the respective Healthpeak Guarantor will be obligated to pay to or perform the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances same immediately. Each of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Healthpeak Guarantors each hereby agree agrees that its obligations hereunder shall be as if it were this is a principal debtor guarantee of payment and not merely a suretyguarantee of collection. (b) To the extent permissible under applicable law, and shall be absolute and the obligations of each of the Healthpeak Guarantors under the Healthpeak Guaranteed Series of Securities are unconditional, irrespective ofof the validity, and shall be unaffected byregularity or enforceability of the Healthpeak Guaranteed Series of Securities or this Supplemental Indenture, any invalidity, irregularity or unenforceability the absence of any Security of any series or this Indenture, any failure action to enforce the same, any waiver or consent by any Holder of the Healthpeak Guaranteed Series of Securities with respect to any provisions hereof or thereof, the recovery of any Security of any series or this Indenturejudgment against the Issuer, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, same or any other circumstances circumstance which may might otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent defense of the Guarantorsrespective Healthpeak Guarantor. To the extent permitted by applicable law, increase each of the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Healthpeak Guarantors each hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussionprotest, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, whatsoever and covenants that its Guarantee the Healthpeak Guaranteed Series of Securities will not be discharged with respect except by complete performance of the obligations contained in the Healthpeak Guaranteed Series of Securities and each supplemental indenture relating thereto (and the provisions of the Indenture applicable thereto). (c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Healthpeak Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to any Security except of the Issuer or the Healthpeak Guarantors, any amount paid by either to the Trustee or such Holder, the Healthpeak Guaranteed Series of Securities, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each of the Healthpeak Guarantors 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. Each of the principal thereof and any premium and interest thereon or as provided in Article FourHealthpeak Guarantors further agrees that, Section 802 or Article Thirteen. The Guarantors each further agree thatto the extent permitted by applicable law, as between such the respective Healthpeak Guarantor, on the one hand, and the Holders of the Healthpeak Guaranteed Series of Securities and the Trustee, on the other hand, (i) the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six of the Base Indenture for the purposes of its Guaranteethe Healthpeak Guaranteed Series of Securities, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to in the extent otherwise necessary so that event of any declaration of acceleration of such obligations do not constitute a breach as provided in Article Six of applicable law. The Guarantors shall be subrogated to all rights the Base Indenture, such obligations (regardless of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder whether due and payable) will forthwith become due and payable by the Guarantors pursuant to respective Healthpeak Guarantor for the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities purpose of the same series and Healthpeak Guaranteed Series of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301Securities.

Guarantee. The Guarantors Guarantor unconditionally guarantees, jointly with any other guarantors from time to time and severally hereby fully severally, as a primary obligor and unconditionally guarantee to each Holder not merely as a surety, the due and punctual payment and performance of a Security all Obligations, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Loan Party under Debtor Relief Laws, and including interest that accrues after the commencement by or against any Loan Party of each series authenticated and delivered by any proceeding under any Debtor Relief Laws whether or not the Trustee claim for such interest is allowed in such proceeding, including, without limitation, (i) the due and punctual payment of (A) the principal of and premium, if any, and interest (including interest accruing during the pendency of any amount due proceeding or case under any Debtor Relief Law, regardless of whether allowed or allowable in respect of original issue discountsuch proceeding or case) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof)Loans, when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by declaration of acceleration, call upon one or more dates set for redemption prepayment or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree (B) each payment required to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, made by the Holder of any Security of any series or Borrower under the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer Credit Agreement in respect of any amounts paid Letter of Credit, when and as due, including payments in respect of reimbursement or disbursements, interest thereon and obligations to such Holder by provide cash collateral, and (C) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise of the Guarantors Borrower and other Loan Parties to the Administrative Agent and the Lenders under the Credit Agreement and the other Loan Documents, and (ii) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrower and other Loan Parties under or pursuant to the Credit Agreement and the other Loan Documents (collectively, the “Guaranteed Obligations”). The Guarantor further agrees that the Guaranteed Obligations may be amended, extended, refinanced, modified or renewed, in whole or in part, without notice to or further assent from the Guarantor, and that the Guarantor will remain bound upon its guarantee notwithstanding any amendment, extension, refinancing, modification or renewal of any Guaranteed Obligations. All payments made by the Guarantor under this Agreement shall be made to the Administrative Agent at the Administrative Agent’s Office in Dollars. Anything contained herein to the contrary notwithstanding, to the extent that the obligations of the Guarantor hereunder would be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of these Guarantees; providedany similar federal or state law, however, that the Guarantors 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 any premium and interest on all the Securities obligations of the same series and of like tenor Guarantor hereunder shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under be limited to an aggregate amount equal to the Guarantees set forth in this Section 1301 by reason of his or largest amount that would not render its status as obligations hereunder subject to such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301provisions.

Guarantee. The Guarantors jointly and severally (a) Subject to the provisions of this Article XV, Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee and to the due Trustee and punctual payment of its successors and assigns that: the principal of, premium thereon (including any amount due in respect of original issue discountif any) of and any premium and interest on such Security (and each series of Securities will be promptly paid in full when due, subject to any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payableapplicable grace period, whether at the Stated Maturitymaturity, by declaration of acceleration, call for redemption acceleration or otherwise, and interest on any overdue principal and interest on any overdue interest on each series of Securities and all other obligations of the Company to the Holders or the Trustee under this Indenture or such series of Securities will be promptly paid in full or performed, all in accordance with the terms of such Security hereof and of this Indenturethereof. The Guarantors jointly and severally Guarantor hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective ofof the validity, and shall be unaffected byregularity or enforceability of this Indenture or any series of Securities, any invalidity, irregularity or unenforceability the absence of any Security of any series or this Indenture, any failure action to enforce the same, any waiver or consent by any Holder or the Trustee with respect to any provisions of this Indenture or any Security series of Securities, the recovery of any series or this Indenturejudgment against the Company, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, same or any other circumstances circumstance which may might otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent defense of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereofGuarantor. The Guarantors each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, the benefit of discussionprotest, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, whatsoever and covenants that its the Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity complete performance of the obligations guaranteed hereby may be accelerated as provided contained in Article Five hereof for this Indenture and each series of Securities. If any Holder or Trustee is required by any court or otherwise to return to the purposes of its Company or the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantor, any amount paid by the Company or Guarantor to the Trustee or such Holder, the Guarantee, but not to the extent theretofore discharged, shall be reinstated in full force and effect. (b) The Guarantor hereby agrees that any claim against the case of any stayCompany that arises from the payment, injunction performance or other prohibition preventing such acceleration in respect enforcement of the Guarantor’s obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to under the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantorsright of subrogation, shall be subject and subordinate to, and no payment with respect to any such claim of the Guarantor shall be made before, the payment in full in cash of all outstanding Securities of each series in accordance with the provisions provided therefor in this Indenture. (c) have or will execute The Guarantee shall be evidenced solely by the execution and delivery of this Indenture and no notation of the Guarantee need be endorsed on any Security, or . The Guarantor hereby agrees that the Guarantee set forth in this Section 15.01 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of their Guarantees such Guarantee on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301Notes.

Guarantee. The Guarantors jointly and severally Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Security of each series issued by the Company, authenticated and delivered by the Trustee Trustee, the due and punctual payment of the principal (including any amount due in respect of original issue discountany Original Issue Discount Security) of and any premium and interest on such Security (Security, and the due and punctual payment of any Additional Amounts and other amounts payable by sinking fund payments provided for pursuant to the Issuer in respect thereof)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, early repayment or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally Guarantor hereby agree to pay to agrees that in the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances event of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that an Event of Default its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer Company with respect thereto, thereto by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the GuarantorsGuarantor, increase the principal amount of a any Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of to any sinking fund payment required pursuant to the terms of a such Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged with respect to any such Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article FourFour or Section 802. If any Holder or the Trustee is required by any court or otherwise to return to the Company, Section 802 the Guarantor, or Article Thirteenany custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantor any amount paid by the Company or the Guarantor to the Trustee or such Holder, this Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantors each Guarantor further agree agrees that, as between such the Guarantor, on the one hand, and the Holders and the Trustee, on the 121 other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its this Guarantee, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations Guarantor also agrees, to pay any and all reasonable costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Holders in enforcing any rights under this Guarantee. The Guarantor hereby waives any right of each set off which the Guarantor hereunder will be limited (i) to may have against the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf Holder of any other Guarantor Security in respect of the obligations of any amounts which are or may become payable by such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) Holder to the extent otherwise necessary so that such obligations do not constitute a breach of applicable lawCompany. The Guarantors Guarantor shall be subrogated to all rights of each Holder the Holders of any series of Securities and the Trustee against the Issuer Company in respect of any amounts paid to such Holder Holders and the Trustee by the Guarantors Guarantor pursuant to the provisions of these Guaranteesthe Guarantee; provided, however, that the Guarantors Guarantor shall not be entitled to enforce, enforce or to receive any payments arising out of or based upon, such right of subrogation until the principal of of, premium, if any, and any premium and interest interest, if any, on all of the Securities of the same such series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any the Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his his, her or its status as such stockholder, officer, director, employee or incorporator. The Guarantees Guarantee set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a any Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. The Guarantors (a) Each Guarantor absolutely and unconditionally, jointly and severally hereby fully severally, guarantees and unconditionally guarantee agrees to each Holder of a Security of each series authenticated be liable for the full and delivered by the Trustee the indefeasible payment and performance when due and punctual payment of the principal following (including any amount due in respect all of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and which are collectively referred to herein as the same shall become due "Guaranteed Obligations"): all obligations, liabilities and payableindebtedness of any kind, nature and description of Borrower and each other Guarantor to Agent, Lenders and/or their respective Affiliates, including principal, interest, charges, fees, costs and expenses, however evidenced, whether at the Stated Maturityas principal, by declaration of accelerationsurety, call for redemption endorser, guarantor or otherwise, in accordance with whether arising under the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to Loan Agreement or the Trustee other Financing Agreements, whether now existing or hereafter arising, whether arising before, during or after the initial or any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances renewal term of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to Loan Agreement or after the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability commencement of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice case with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture Borrower and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee the United States Bankruptcy Code or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or any similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors statute (including, without limitation, the payment of interest and other amounts which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in any New Guarantorssuch case and including loans, interest, fees, charges and expenses related thereto and all other obligations of Borrower and each other Guarantor or their respective successors to Agent and Lenders arising after the commencement of such case), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, and however acquired and all expenses (including, without limitation, reasonable attorneys' fees actually incurred and legal expenses) have or will execute any Securityincurred by Agent, Lenders, or any notation of their Guarantees them, in connection with the preparation, execution, delivery, recording, administration, collection, liquidation, enforcement and defense of Borrower's and each other Guarantor's obligations, liabilities and indebtedness under the Loan Agreement or the other Financing Agreements as aforesaid to Agent and Lenders, the rights of Agent, Lenders, or any of them, in any collateral pledged under the Financing Agreements or under this Guarantee and all other Financing Agreements or in any way involving claims by or against Agent, Lenders, or any of them, directly or indirectly arising out of or related to the relationships between Borrower, any Guarantor or any other Obligor (as hereinafter defined) and Agent or such Lender or Lenders under the Loan Agreement or the Financing Agreements, whether such expenses are incurred before, during or after the initial or any renewal term of the Loan Agreement and the other Financing Agreements or after the commencement of any case with respect to Borrower or any Guarantor under the United States Bankruptcy Code or any similar statute. (b) This Guarantee is a guaranty of payment and not of collection. Each Guarantor agrees that Agent need not attempt to collect any Guaranteed Obligations from Borrower, any one Guarantor or any other Obligor or to realize upon any collateral, but may require any one Guarantor to make immediate payment of all of the Guaranteed Obligations to Agent when due, whether by maturity, acceleration or otherwise, or at any time thereafter. Agent shall apply any amounts received in respect of the Guaranteed Obligations to any of the Guaranteed Obligations, in whole or in part (including reasonable attorneys' fees actually incurred and legal expenses incurred by Agent and Lenders with respect thereto or otherwise chargeable to Borrower or Guarantors) in the order of application set forth in the Loan Agreement. (c) Payment by Guarantors shall be made to Agent at the office of Agent from time to time on demand as Guaranteed Obligations become due. Guarantors shall make all payments to Agent on the Guaranteed Obligations free and clear of, and without deduction or withholding for or on account of, any setoff, counterclaim, defense, duties, taxes, levies, imposts, fees, deductions, withholding, restrictions or conditions of any kind. One or more successive or concurrent actions may be brought hereon against any Guarantor either in the same action in which Borrower or any other Guarantor or any other Obligor is sued or in separate actions. In the event any claim or action, or action on any Securityjudgment, authenticated and delivered based on this Guarantee is brought against any Guarantor, each Guarantor agrees not to deduct, set-off, or seek any counterclaim for or recoup any amounts which are or may be owed by Agent, Lenders, or any of them, to any Guarantor. (d) Notwithstanding anything to the Trustee contrary contained herein, the amount of the obligations payable by any Guarantor under this Guarantee shall be the aggregate amount of the Guaranteed Obligations unless a court of competent jurisdiction adjudicates Guarantor's obligations to be invalid, avoidable or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers), in no way affect or limit which case the amount of the Guaranteed Obligations payable by Guarantor hereunder shall be limited to the maximum amount that could be guaranteed by Guarantor without rendering such Guarantor’s Guarantee 's Guaranteed Obligations under this Section 1301Guarantee invalid, avoidable or unenforceable under such applicable law.

Guarantee. The Guarantors jointly and severally Guarantee set forth in this Article Sixteen shall only be in effect with respect to Securities of a series to the extent such Guarantee is made applicable to such series in accordance with Section 301. The Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Guaranteed Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and of, any premium and interest on such Guaranteed Security and the due and punctual payment of the sinking fund payments (and any Additional Amounts and other amounts payable by if any) provided for pursuant to the Issuer in respect thereof)terms of such Guaranteed Security, when and as the same shall become due and payable, whether at the Stated Maturitymaturity, by declaration of acceleration, call for redemption redemption, repayment or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree In case of the failure of the Partnership punctually to pay any such principal, premium, interest or sinking fund payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the Trustee any amount same shall become due it for the compensation (as per the fee proposal agreed and payable, whether at maturity, upon between the Issuer and the Trustee) and reasonable expensesacceleration, disbursements and advances of the Trusteeredemption, its agents, officers, employees and directorsrepayment or otherwise, and any other amounts, including indemnification amounts, due to as if such payment were made by the Trustee under Section 607Partnership. The Guarantors each Guarantor hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a as surety, and shall be absolute absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Guaranteed Security of any series or this Indenture, any failure to enforce the provisions of any Guaranteed Security of any series or this Indenture, or any waiver, modification modification, consent or indulgence granted to the Issuer with respect thereto, thereto by the Holder of any such Guaranteed Security of any series or the Trustee, the recovery of any judgment against the Partnership or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger merger, insolvency or bankruptcy of the IssuerPartnership, any right to require a proceeding first against the Issuer, the benefit of discussionPartnership, protest or notice with respect to any such Guaranteed Security or the indebtedness Indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and of, any premium or interest on, and interest thereon sinking fund payment required with respect to, the Guaranteed Securities and the complete performance of all other obligations contained in the Guaranteed Securities. This Guarantee shall continue to be effective or be reinstated, as provided the case may be, if at any time payment on any Guaranteed Security, in Article Fourwhole or in part, Section 802 is rescinded or Article Thirteenmust otherwise be restored to Partnership, the Guarantor upon the bankruptcy, liquidation or reorganization of the Partnership or otherwise. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each the Holder of Securities any Guaranteed Security against the Issuer Partnership in respect of any amounts paid to such Holder by the Guarantors Guarantor pursuant to the provisions of these Guaranteesthis Guarantee; provided, however, that the Guarantors 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 of, any premium and interest on on, and sinking fund payments required with respect to, all the Guaranteed Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.SIGNATURES AND SEALS

Guarantee. The Guarantors (a) Each Guarantor, jointly and severally hereby fully severally, irrevocably, absolutely and unconditionally guarantee guarantees as a primary obligor and not merely as surety to each Holder of a Security of each series authenticated the Guaranteed Creditors the full and delivered by the Trustee the prompt payment when due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturitystated maturity, by declaration of required prepayment, declaration, acceleration, call for redemption demand or otherwise, in accordance with the terms ) of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all Loans incurred by the Securities Borrower, together with all the other obligations (including obligations which, but for the automatic stay under Section 362(a) of the same series Bankruptcy Code, would become due) and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors liabilities and indebtedness (including, without limitation, indemnities and fees (including any New Guarantorsinterest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the Credit Agreement, whether or not such interest is an allowed claim in any such proceeding)) have owing by the Borrower to any Guaranteed Creditor, whether now existing or will execute hereafter incurred under, arising out of or in connection with, the Credit Agreement, and (ii) the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in the Credit Agreement (all such principal, interest, liabilities, indebtedness and obligations under this clause (a) being herein collectively called the “Guaranteed Obligations”). Each Guarantor understands, agrees and confirms that the Guaranteed Creditors may enforce this Guarantee up to the full amount of the Guaranteed Obligations against such Guarantor without proceeding against any Securityother Guarantor or the Borrower or under any other guarantee covering all or a portion of the Guaranteed Obligations. This Guarantee is a guarantee of prompt payment and performance and not of collection. (b) Additionally, each Guarantor, jointly and severally, unconditionally, absolutely and irrevocably, guarantees the payment of any and all Guaranteed Obligations whether or not due or payable by the Borrower upon the occurrence in respect of the Borrower of any of the events specified in clauses (h), (i) and (j) of Article VII of the Credit Agreement, and unconditionally, absolutely and irrevocably, jointly and severally, promises to pay such Guaranteed Obligations to the Guaranteed Creditors, or any notation of their Guarantees order, on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301demand.

Guarantee. The (a) Each of Guarantors absolutely and unconditionally, jointly and severally hereby fully severally, guarantees and unconditionally guarantee agrees to each Holder of a Security of each series authenticated be liable for the full and delivered by the Trustee the indefeasible payment and performance when due and punctual payment of the principal following (including any amount due in respect all of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and which are collectively referred to herein as the same shall become due "Guaranteed Obligations"): all obligations, liabilities and payableindebtedness of any kind, nature and description of Borrower to Agent and Lenders and/or their affiliates, including principal, interest, charges, fees, costs and expenses, however evidenced, whether at the Stated Maturityas principal, by declaration of accelerationsurety, call for redemption endorser, guarantor or otherwise, in accordance with whether arising under the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to Loan Agreement, the Trustee other Financing Agreements or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances renewal term of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to Loan Agreement or after the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability commencement of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice case with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability Borrower under the Guarantees set forth in this Section 1301 by reason of his United States Bankruptcy Code or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors similar statute (including, without limitation, the payment of interest and other amounts, which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in any New such case and including loans, interest, fees, charges and expenses related thereto and all other obligations of Borrower or its successors to Agent and Lenders arising after the commencement of such case), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, and however acquired by Agent and Lenders and all expenses (including, without limitation, attorneys' fees and legal expenses) incurred by Agent and Lenders in connection with the preparation, execution, delivery, recording, administration, collection, liquidation, enforcement and defense of Borrower's obligations, liabilities and indebtedness as aforesaid to Agent and Lenders, the rights of Agent and Lenders in any collateral or under this Guarantee and all other Financing Agreements or in any way involving claims by or against Agent and Lenders directly or indirectly arising out of or related to the relationships between Borrower, any of Guarantors or any other Obligor (as hereinafter defined) and Agent and Lenders, whether such expenses are incurred before, during or after the initial or any renewal term of the Loan Agreement and the other Financing Agreements or after the commencement of any case with respect to Borrower or any of Guarantors under the United States Bankruptcy Code or any similar statute. (b) This Guarantee is a guaranty of payment and not of collection. Each of Guarantors agrees that Agent and L▇▇▇▇▇▇ need not attempt to collect any Guaranteed Obligations from Borrower, any one of Guarantors or any other Obligor or to realize upon any collateral, but may require any one of Guarantors to make immediate payment of all of the Guaranteed Obligations to Agent and Lenders when due, whether by maturity, acceleration or otherwise, or at any time thereafter. Agent and Lenders may apply any amounts received in respect of the Guaranteed Obligations to any of the Guaranteed Obligations, in whole or in part (including attorneys' fees and legal expenses incurred by Agent and Lenders with respect thereto or otherwise chargeable to Borrower or Guarantors) have and in such order as Agent and Lenders may elect. (c) Payment by Guarantors shall be made to Agent and L▇▇▇▇▇▇ at the office of Agent from time to time on demand as Guaranteed Obligations become due. Guarantors shall make all payments to Agent and Lenders on the Guaranteed Obligations free and clear of, and without deduction or will execute withholding for or on account of, any Securitysetoff, counterclaim, defense, duties, taxes, levies, imposts, fees, deductions, withholding, restrictions or conditions of any kind. One or more successive or concurrent actions may be brought hereon against any of Guarantors either in the same action in which Borrower or any of the other Guarantors or any other Obligor is sued or in separate actions. In the event any claim or action, or any notation of their Guarantees action on any Securityjudgment, authenticated based on this Guarantee is brought against any of Guarantors, each of Guarantors agrees not to deduct, set-off, or seek any counterclaim for or recoup any amounts which are or may be owed by Agent and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301Lenders to any of Guarantors.

Guarantee. The Guarantors jointly and severally Guarantee set forth in this Article Sixteen shall only be in effect with respect to Securities of a series to the extent such Guarantee is made applicable to such series in accordance with Section 301. The Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Guaranteed Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and of, any premium and interest on such Security (on, and any Additional Amounts and other amounts payable by the Issuer in with respect thereof), when and as the same shall become due and payableto such Guaranteed Security, whether at the Stated Maturitymaturity, by declaration of acceleration, call for redemption redemption, repayment or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree In case of the failure of the Issuer punctually to pay any such principal, premium, interest or Additional Amounts, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the Trustee any amount same shall become due it for the compensation (as per the fee proposal agreed and payable, whether at maturity, upon between the Issuer and the Trustee) and reasonable expensesacceleration, disbursements and advances of the Trusteeredemption, its agents, officers, employees and directorsrepayment or otherwise, and any other amounts, including indemnification amounts, due to as if such payment were made by the Trustee under Section 607Issuer. The Guarantors each Guarantor hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a as surety, and shall be absolute absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Guaranteed Security of any series or this Indenture, any failure to enforce the provisions of any Guaranteed Security of any series or this Indenture, or any waiver, modification modification, consent or indulgence granted to the Issuer with respect thereto, thereto by the Holder of any such Guaranteed Security of any series or the Trustee, the recovery of any judgment against the Issuer or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger merger, insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any such Guaranteed Security or the indebtedness Indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and of, any premium and interest thereon on, and any Additional Amounts required with respect to, the Guaranteed Securities and the complete performance of all other obligations contained in the Guaranteed Securities. This Guarantee shall continue to be effective or be reinstated, as provided the case may be, if at any time payment on any Guaranteed Security, in Article Fourwhole or in part, Section 802 is rescinded or Article Thirteenmust otherwise be restored to the Issuer or the Guarantor upon the bankruptcy, liquidation or reorganization of the Issuer or otherwise. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each the Holder of Securities any Guaranteed Security against the Issuer in respect of any amounts paid to such Holder by the Guarantors Guarantor pursuant to the provisions of these Guaranteesthis Guarantee; provided, however, that the Guarantors 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 of, any premium and interest on on, and any Additional Amounts required with respect to, all the Guaranteed Securities of the same series and of like tenor shall have been paid in full. No past* * * * * This Indenture may be executed in any number of counterparts, present or future stockholdereach of which so executed shall be deemed to be an original, officer, director, employee or incorporator of any Guarantor but all such counterparts shall have any personal liability under together constitute but one and the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301same instrument.

Guarantee. The Guarantors jointly and severally Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Guaranteed Security of each series authenticated and delivered by or on behalf of the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium of, premium, if any, and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof)Guaranteed 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 according to the terms of such Security Guaranteed Securities and of this the Indenture. The Guarantors jointly In case of default by the Company in the payment of any such principal, premium or interest, the Guarantor hereby agrees duly and severally hereby agree punctually to pay to make any such payment when and as the Trustee any amount same shall become due it and payable, whether at Stated Maturity, by declaration of acceleration, call for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directorsredemption or otherwise, and any other amounts, including indemnification amounts, due to as if such payment was made by the Trustee under Section 607Company. The Guarantors each Guarantor hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invaliditythe validity, irregularity legality or unenforceability enforceability of any such Guaranteed Security or the Indenture, the absence of any action to enforce the same, or any waiver, modification, indulgence or consent granted to the Company with respect thereto by the Holder of any Guaranteed Security of any series or this Indentureby the Trustee, the recovery of any failure judgment against the Company or any action to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trusteesame, or any other circumstances which may circumstance that might 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 or indulgence shall, without the consent of the GuarantorsGuarantor, increase the principal amount of a Guaranteed Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right of set-off or counterclaim, any right to require a proceeding first against the Issuer, the benefit of discussionCompany, protest or notice with respect to any Guaranteed Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged with respect as to any Guaranteed Security except by payment in full of the principal thereof and any premium of (premium, if any) and interest thereon or as provided in Article Four, Section 802 or Article Thirteenon such Guaranteed Security. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each a Holder of Securities a Guaranteed Security against the Issuer Company in respect of any amounts paid to such Holder by the Guarantors Guarantor pursuant to the provisions of these Guaranteesthe Guarantee; provided, however, that the Guarantors Guarantor shall not not, without the consent of all Holders of Guaranteed Securities of such series be entitled to enforce, or to receive receive, any payments arising out of or based upon, upon such right of subrogation until the principal of and any premium of, premium, if any, and interest then due and payable on all the Guaranteed Securities of the same relevant series and of like tenor shall have been irrevocably paid in fullfull in accordance with the terms of such Guaranteed Securities. No pastThe Guarantee is a guarantee of payment when due and not of collection. The Guarantee shall continue to be effective, present or future stockholderbe reinstated, officeras the case may be, director, employee or incorporator in respect of any Guarantor shall have Guaranteed Securities if at any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Securitytime payment, or any notation part thereof, of such Guaranteed Security is rescinded or must otherwise be restored or returned by the Holder of such Guaranteed Security or any trustee for such Holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any other entity, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or any other entity or any substantial part of their Guarantees on any Securityrespective property, authenticated and delivered by the Trustee shall in no way affect or limit otherwise, all as though such Guarantor’s Guarantee under this Section 1301payments had not been made.

Guarantee. The Guarantors jointly 6.1 In consideration of the VENUE OWNER agreeing to enter into this Agreement, the Guarantor hereby guarantees to the VENUE OWNER and severally hereby fully its permitted successors, transferees and unconditionally guarantee to each Holder of a Security of each series authenticated and delivered by the Trustee assigns the due and punctual performance and observance by ELIXIR of all its obligations under this Agreement or arising from any termination of this Agreement and if the ELIXIR defaults in payment of the principal (including any sum when due or any amount due in respect of original issue discount) of and any premium and interest payable to the VENUE OWNER under this Agreement or arising from its termination, the Guarantor shall immediately on such Security (and any Additional Amounts and other amounts payable demand by the Issuer in respect thereof)VENUE OWNER, 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. The Guarantors jointly and severally hereby agree to unconditionally pay that amount to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be VENUE OWNER as if it were a principal debtor was ELIXIR and, without prejudice to the foregoing, as an independent and primary obligation of the Guarantor. The Guarantor unconditionally and irrevocably agrees to indemnify and keep indemnified the VENUE OWNER from and against all losses, damages, costs, claims, liabilities, demands and expenses of whatsoever nature which it may suffer or incur arising from the failure of ELIXIR to comply with any of its obligations, or discharge any of its liabilities under this Agreement or through any of the guaranteed obligations becoming unenforceable, invalid, or illegal (on any grounds whether known to them or to ELIXIR or not). 6.2 If any of the obligations of ELIXIR that are the subject of the guarantee contained in this Clause 6 (such guarantee being hereinafter referred to as “the Guarantee”) cease to be valid or enforceable (in whole or in part) on any ground whatsoever (including, but not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected bylimited to, any invalidity, irregularity defect in or unenforceability want of powers of the relevant party or irregular exercise thereof or any lack of authority on the part of any Security person purporting to act on behalf of the relevant party or any series legal or this Indentureother limitation, any failure to enforce the provisions of any Security of any series disability or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trusteeincapacity, or any other circumstances which may otherwise constitute a legal change in the constitution of, or equitable discharge of a surety any amalgamation or guarantor; providedreconstruction of, however, that, notwithstanding or the foregoing, no such waiver, modification liquidation receivership or indulgence shall, without the consent insolvency of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuerrelevant party), the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant Guarantor shall nevertheless be liable to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration VENUE OWNER in respect of the obligations guaranteed herebypurported obligation or liability as if the same were fully valid and enforceable and the Guarantor was the principal obligors in respect thereof. 6.3 The liabilities of the Guarantor under the Guarantee shall not be discharged or affected in any way by:- (a) the VENUE OWNER compounding or entering into any compromise, settlement or arrangement with ELIXIR or any other person; or (b) any variation, extension, increase, renewal, determination, release or replacement of this Agreement whether or not made with the consent or knowledge of the Guarantor; or (c) the VENUE OWNER granting any time, indulgence, concession, relief, discharge or release to ELIXIR or any other person realising, giving up, agreeing to any variation, renewal or replacement of, releasing, abstaining from or delaying to taking advantage of or otherwise dealing with any securities from or other rights or remedies which it may have against ELIXIR or any other person; or (d) any other matter or thing which, but for this provision, might exonerate or affect the liabilities of the Guarantor. 6.4 The VENUE OWNER shall not be obliged to take any steps to enforce any rights or remedy against ELIXIR before enforcing the Guarantor. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, Guarantee is in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee security or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance right now or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) hereafter available to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301VENUE OWNER.

Guarantee. The Guarantors jointly and severally hereby fully Guarantor irrevocably and unconditionally guarantee guarantees to each Holder of a Security Securities (including any Holder of each series authenticated Securities issued under the Original Indenture from or after the date of this Supplemental Indenture), and delivered by to the Trustee and its successors and assigns, the due full and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof)Securities, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for maturity or upon redemption or acceleration or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities, including obligations in accordance with respect of any Repurchase Price and obligations to the Trustee, in each case according to the terms of such Security the Indenture and of this Indenturethe Securities. The Guarantors jointly Guarantor agrees that in the case of default by the Company in the payment of any such principal, interest or other obligations, the Guarantor shall duly and severally hereby agree to punctually pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607same. The Guarantors each Guarantor hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditionalunconditional irrespective of any extension of the time for payment of the Securities, irrespective of, and shall be unaffected byany modification of the Securities, any invalidity, irregularity or unenforceability of any Security of any series the Securities or this the Indenture, any failure to enforce the provisions of any Security of any series same or this Indenture, any waiver, modification modification, consent or indulgence granted to the Issuer Company with respect thereto, thereto by the any Holder of any Security of any series Securities or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the IssuerCompany, any right to require a demand or proceeding first against the Issuer, the benefit of discussionCompany, protest or notice with respect to any Security the Securities or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged with respect as to any Security except by payment in full of the principal thereof of, interest and other amounts payable with respect to such Security pursuant to such Security or the Indenture. For so long as any premium Securities are outstanding, the Guarantor will guarantee the delivery of the Cash Conversion Consideration and interest thereon the ADRs issuable upon conversion of the Securities pursuant to the terms of this Supplemental Indenture and the Securities. This Guarantee shall continue to be effective or be reinstated, as provided the case may be, if at any time payment on any Security, in Article Fourwhole or in part, Section 802 is rescinded or Article Thirteenmust otherwise be restored to the Company or the Guarantor upon the bankruptcy, liquidation or reorganization of the Company or otherwise. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities the Holders against the Issuer Company in respect of any amounts paid to such Holder by the Guarantors Guarantor pursuant to the provisions of these Guaranteesthis Guarantee or the Indenture; provided, however, that the Guarantors shall not Guarantor hereby waives any and all rights to which it may be entitled entitled, by operation of law or otherwise, upon making any payment hereunder (i) to enforcebe subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payments arising out payment in the nature of contribution or based uponfor any other reason from any other obligor with respect to such payment, such right of subrogation in each case, until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No pastAny term or provision of this Supplemental Indenture to the contrary notwithstanding, present or future stockholder, officer, director, employee or incorporator the maximum aggregate amount of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 Guarantee shall not exceed the maximum amount that can be valid hereby guaranteed without rendering this Guarantee voidable under applicable law relating to fraudulent conveyances or become obligatory for any purpose with respect to a Security until fraudulent transfers or similar laws affecting the certificate rights of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301creditors generally.

Guarantee. The Guarantors Guarantor[s] hereby [, jointly and severally hereby severally,] fully and unconditionally guarantee guarantee[s] to each Holder of a Security of each series issued by the Company, authenticated and delivered by the Trustee Trustee, the due and punctual payment of the principal (including any amount due in respect of original issue discountany Original Issue Discount Security) of and any premium and interest on such Security (Security, and the due and punctual payment of any Additional Amounts and other amounts payable by sinking fund payments provided for pursuant to the Issuer in respect thereof)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 or otherwise, payable in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally [The] [Each] Guarantor hereby agree to pay to agrees that in the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances event of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that an Event of Default its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer Company with respect thereto, thereto by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors[the] [such] Guarantor[s], increase the principal amount of a any Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each [The] [Each] Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of to any sinking fund payment required pursuant to the terms of a such Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged with respect to any such Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four10 or Section 9.02. If any Holder or the Trustee is required by any court or otherwise to return to the Company, Section 802 the Guarantor[s], or Article Thirteenany custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantor[s] any amount paid by the Company or the Guarantor[s] to the Trustee or such Holder, this Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantors each Guarantor[s] further agree agree[s] that, as between such Guarantorthe Guarantor[s], on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 5 hereof for the purposes of its this Guarantee, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations Guarantor[s] also agree[s], to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holders in enforcing any rights under this Guarantee. The Guarantor[s] hereby waive[s] any right of each Guarantor hereunder will be limited (i) to set off which the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf Guarantor[s] may have against the Holder of any other Guarantor Security in respect of the obligations of any amounts which are or may become payable by such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) Holder to the extent otherwise necessary so that such obligations do not constitute a breach of applicable lawCompany. The Guarantors Guarantor[s] shall be subrogated to all rights of each Holder the Holders of any series of Securities and the Trustee against the Issuer Company in respect of any amounts paid to such Holder Holders and the Trustee by the Guarantors Guarantor[s] pursuant to the provisions of these Guaranteesthe Guarantee; provided, however, that the Guarantors Guarantor[s] shall not be entitled to enforce, enforce or to receive any payments arising out of or based upon, such right of subrogation until the principal of of, premium, if any, and any premium and interest interest, if any, on all of the Securities of the same such series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor the Guarantor[s] shall have any personal liability under the Guarantees Guarantee set forth in this Section 1301 13.01 by reason of his his, her or its status as such stockholder, officer, director, employee or incorporator. The Guarantees Guarantee set forth in this Section 1301 13.01 shall not be valid or become obligatory for any purpose with respect to a any Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. The If any of the Guarantors guarantee any series of Debt Securities, such series of Debt Securities shall be guaranteed, jointly and severally severally, by each Guarantor. Subject to the provisions of this Article XIV and the terms of a Debt Security of any series, each Guarantor hereby fully irrevocably and unconditionally guarantee guarantees, jointly and severally, to each Holder holder of a Security Debt Securities and the Trustee, on behalf of each series authenticated and delivered by the Trustee holders of Debt Securities, (a) the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any of, premium if any, and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof)each Debt Security, when and as the same shall become due and payable, whether at the Stated Maturitystated maturity, by declaration of acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest, if any, on the Debt Securities, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the holders of Debt Securities or the Trustee all in accordance with the terms of such Debt Security and this Indenture provided that this Guarantee shall not be applicable to, or guarantee the Company's obligation with respect to the conversion of Debt Securities into Preferred Stock or Class A Common Stock if applicable to the Debt Securities of such series, and (b) in the case of any extension of time of payment or renewal of any Debt Securities or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by declaration of acceleration or otherwise (the obligations in subsections (a) and (b) hereof being the "GUARANTEED OBLIGATIONS"). Without limiting the generality of the foregoing, each Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the holders of Debt Securities, or the Trustee under the Debt Securities and this IndentureIndenture but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its their obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Debt Security of any series or this Indenture, any failure to enforce the provisions of any such Debt Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer Company with respect thereto, by the Holder of any Security of any series or the Trustee, Guaranteed Party or any other circumstances which may otherwise constitute a legal or equitable discharge or defense of the Company or a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, the benefit of discussion, protest or notice with respect to any such Debt Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoeverwhatsoever (except as specified above), and covenants covenant that its this Guarantee will not be discharged with respect as to any such Debt Security except by payment in full of the principal thereof and any premium and interest thereon Guaranteed Obligations, pursuant to Article X, or as provided upon conversion of such Debt Security in accordance with Article Four, Section 802 or Article ThirteenXIII. The Guarantors each Each Guarantor further agree agrees that, as between such Guarantor, on the one hand, Guarantor and the Holders and Guaranteed Parties, (x) the Trustee, on the other hand, the Maturity maturity of the obligations guaranteed hereby Guaranteed Obligations may be accelerated as provided in Article Five hereof VII for the purposes purpose of its the Guarantee, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article VII, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor hereunder will be limited (i) to for the maximum amount as willpurpose of this Guarantee. In addition, taking into accountwithout limiting the foregoing provisions, upon the effectiveness of an acceleration under Article VII, the Trustee shall promptly make a demand for payment on the Debt Securities under each Guarantee provided for in addition to such obligations of each Guarantorthis Article XIV and not discharged. Each Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, all other contingent and fixed liabilities payment, performance or enforcement of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution Guarantor's obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital any other document or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (instrument including, without limitation, any New Guarantors) have right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or will execute any Securityremedy of the Guaranteed Parties against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or in any notation other manner, payment or security on account of their Guarantees on such claim or other rights. If any Securityamount shall be paid to any Guarantor in violation of the preceding sentence and the Guaranteed Obligations shall not have been paid in full, authenticated such amount shall be deemed to have been paid to such Guarantor for the benefit of, and delivered by held in trust for the Trustee benefit of, the Guaranteed Parties, and shall forthwith be paid to the Trustee. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Debt Securities and that the waiver set forth in no way affect or limit such Guarantor’s Guarantee under this Section 1301is knowingly made in contemplation of such benefits.

Guarantee. (a) Each of the Guarantors does hereby absolutely, unconditionally and irrevocably guarantee the prompt and complete observance and performance of each and all the terms, covenants, conditions and provisions to be observed or performed by the Seller pursuant to this Agreement (the “Guaranteed Obligations”). Each Guarantor shall be obligated to perform all of the Guaranteed Obligations upon the default or non-performance thereof by the Seller. (b) The Guarantors jointly obligations of each Guarantor under this Section 18.1 are continuing, unconditional and severally absolute and, without limitation, will not be released, discharged, limited or otherwise affected by (and the Guarantor hereby fully and unconditionally guarantee consents to each Holder or waives, as applicable, to the fullest extent permitted by Applicable Law): (i) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any of the Guaranteed Obligations, security, Person or otherwise; (ii) any modification or amendment of or supplement to the Guaranteed Obligations; (iii) any release, non-perfection or invalidity of any direct or indirect security for any of the Guaranteed Obligations; (iv) any winding-up, dissolution, insolvency, bankruptcy, reorganization or other similar proceeding affecting the Seller; (v) the existence of any claim, set-off or other rights which the Guarantor or the Seller may have at any time against any Purchaser; (vi) any invalidity, illegality or unenforceability relating to or against the Seller or any provision of Applicable Law or regulation purporting to prohibit the delivery by the Seller of the Concentrates under the Guaranteed Obligations; (vii) any limitation, postponement, prohibition, subordination or other restriction on the rights of any Purchaser to performance of the Guaranteed Obligations; (viii) any addition of any co-signer, endorser or other guarantor of the Guaranteed Obligations; (ix) any defence arising by reason of any failure of any Purchaser to make any presentment, demand for performance, notice of non-performance, protest or any other notice, including notice of acceptance of this Agreement, partial performance or non-performance of any of the Guaranteed Obligations or the existence, creation or incurring of new or additional Guaranteed Obligations; (x) any defence arising by reason of any failure of any Purchaser to proceed against the Seller or any other Person, to proceed against, apply or exhaust any security held from the Seller or any other Person for the Guaranteed Obligations or to pursue any other remedy in the power of the Purchasers whatsoever; (xi) any law which provides that the obligation of a Security of each series authenticated and delivered by the Trustee the due and punctual payment 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 obligation; (including xii) any amount due defence arising by reason of any incapacity, lack of authority or other defence of the Seller or any other Person, or by reason of the cessation from any cause whatsoever of the liability of the Seller or any other Person in respect of original issue discountany of the Guaranteed Obligations, except as a result of the payment or fulfilment in full of the Guaranteed Obligations, whether by contract, operation of law or otherwise; (xiii) any defence arising by reason of and any premium and failure by any Purchaser to obtain, perfect or maintain a perfected or prior (or any) Encumbrance upon any property of the Seller or any other Person, or by reason of any interest on of any Purchaser in any property, whether as owner thereof or the holder of an Encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by any Purchaser of any right to recourse or collateral; (xiv) any defence arising by reason of the failure of any Purchaser to marshal any properties; (xv) any defence based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Seller or any other Person, including any discharge of, or bar against collecting, any of the Guaranteed Obligations, in or as a result of any such Security proceeding; or (and xvi) any Additional Amounts and other amounts payable act or omission to act or delay of any kind by the Issuer in respect thereof)Seller, when and as the same shall become due and payableany Purchaser or any other circumstance whatsoever, whether at the Stated Maturity, by declaration of acceleration, call for redemption similar or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay dissimilar to the Trustee any amount due it foregoing, which might, but for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this IndentureSection 18.1(b), any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety discharge, limitation or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent reduction of the Guarantors, increase obligations of the principal amount of a Security Seller or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in hereunder (other than the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment performance in full of all of the principal thereof and any premium and interest thereon or as provided in Article FourGuaranteed Obligations). To the extent permitted by Applicable Law, the foregoing provisions of this Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, 18.1(b) apply (and the Holders and waivers set out therein will be effective) even if the Trustee, on effect of any action (or failure to take action) by the other hand, the Maturity Seller is to destroy or diminish any subrogation rights of the obligations guaranteed hereby Guarantor or any rights of the Seller or the Guarantor to proceed against any Purchaser for reimbursement or to recover any contribution from any other Person. (c) No Purchaser shall be bound to exhaust its recourse against the Seller or any other Persons or to realize on any securities it may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration hold in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be Guaranteed Obligations before being entitled to enforce, payment or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any performance from a Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 130118.1 and the Guarantor hereby renounces all benefits of discussion and division.

Guarantee. The Guarantors jointly 9.1 In consideration of PAL and severally the Company entering into this Agreement (and in addition and without prejudice to any other obligations and liabilities of Media Port under this Agreement), Charm hereby fully unconditionally and unconditionally guarantee irrevocably guarantees to each Holder of a Security of each series authenticated PAL and delivered by the Trustee Company the due and punctual payment performance and observance by Media Port of all its agreements, undertakings, commitments, obligations, indemnities or covenants under or pursuant to the principal Charm Transaction Agreements, the Shareholders Agreement and this Agreement and agrees to indemnify PAL, the Company and their respective Affiliates (other than Media Port and Charm) against all losses (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereoftax losses), when damages, costs and as expenses (including legal and tax costs and expenses) which PAL, the same shall become due Company and payable, whether at the Stated Maturity, their respective Affiliates (other than Media Port and Charm) may suffer through or arising from any breach by declaration of acceleration, call for redemption or otherwise, in accordance with the terms them of such Security agreements, undertakings, commitments, obligations, indemnities or covenants. Charm hereby waives any rights which it may have to require PAL or the Company to initiate or exhaust or otherwise make any claim for payment from Media Port to the intent that as between PAL and of this Indenture. The Guarantors the Company on the one hand and Charm on the other, the latter shall be liable as principal obligor as if it had entered into such agreements, undertakings, commitments, obligations, indemnities or covenants jointly and severally with Media Port. 9.2 In consideration of Media Port and Charm entering into this Agreement (and in addition and without prejudice to any other obligations and liabilities of PAL under this Agreement), Aegis hereby agree unconditionally and irrevocably guarantees to pay Media Port and Charm the due and punctual performance and observance by PAL of all its agreements, undertakings, commitments, obligations, indemnities or covenants under or pursuant to the Trustee Charm Transaction Agreements, the Shareholders Agreement and this Agreement and agrees to indemnify Media Port, Charm and their respective Affiliates against all losses (including tax losses), damages, costs and expenses (including legal and tax costs and expenses) which Media Port, Charm and their respective Affiliates may suffer through or arising from any amount due breach by them of such agreements, undertakings, commitments, obligations, indemnities or covenants. Aegis hereby waives any rights which it may have to require Media Port or Charm to initiate or exhaust or otherwise make any claim for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due payment from PAL to the Trustee under Section 607. The Guarantors each hereby agree intent that its obligations hereunder as between Media Port and Charm on the one hand and Aegis on the other, the latter shall be liable as principal obligor as if it were a principal debtor had entered into such agreements, undertakings, commitments, obligations, indemnities or covenants jointly and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer severally with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301PAL.

Guarantee. The Guarantors Each Guarantor of a particular series of Debt Securities hereby unconditionally guarantees (each such guarantee to be referred to herein as a “Guarantee”), jointly and severally hereby fully and unconditionally guarantee with each other Guarantor of the Debt Securities of that series, if any, to each Holder of a Security of each series such Debt Securities authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, (i) the due and punctual payment of the principal (including any amount due in respect of original issue discountand premium, if any) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by Debt Securities in accordance with the Issuer in respect thereof), terms of the Debt Securities when and as the same shall become be due and payable, whether on an Interest Payment Date, at the Stated Maturity, by declaration of acceleration, call for repurchase, redemption or otherwise, and performance of all other monetary obligations of the Company to the Holders of such Debt Securities or the Trustee under this Indenture, all in accordance with the terms hereof and thereof, and (ii) in case of any extension of time of payment or renewal of any such Debt Securities or any of such other obligations, the same shall be promptly paid in full when due or to be performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. If the Company fails to make any payment when due of any amount so guaranteed with respect to the Debt Securities of any series for whatever reason, each Guarantor of such Security and of this Indenture. The Guarantors Debt Securities shall be obligated, jointly and severally hereby agree with each other Guarantor, if any, to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer same immediately. This is a guarantee of payment and the Trustee) and reasonable expenses, disbursements and advances not a guarantee of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607collection. The Guarantors each Each Guarantor hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a suretycontinuing, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Debt Securities, this Indenture or any invalidityother Guarantee, irregularity or unenforceability the absence of any Security of any series or this Indenture, any failure action to enforce the same, any waiver or consent by any Holder of such Debt Securities or the Trustee with respect to any provisions hereof or thereof, the recovery of any Security of any series or this Indenturejudgment against the Company, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, same or any other circumstances 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 Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereofGuarantor. The Guarantors each Each Guarantor hereby waive waives diligence, presentment, demand of payment, demand of performance, filing of claims with a court in the event of merger insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, the benefit of discussion, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, demand whatsoever and covenants that its Guarantee will shall not be discharged except by complete performance of the obligations contained in the Debt Securities of a series guaranteed by such Guarantee, in this Indenture and in this Article XVII. If any Holder of Debt Securities of a series guaranteed hereby or the Trustee is required by any court or otherwise to return to the Company or any Guarantor of such Debt Securities, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor of such Debt Securities to the Trustee or such Holder, this Article XVII, to the extent theretofore discharged with respect to any Security except Guarantee of such Debt Securities, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders of Debt Securities of a series guaranteed hereby by such Guarantor in respect of any obligations guaranteed hereby by such Guarantee until payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteenall such obligations. The Guarantors each Each Guarantor further agree agrees that, as between such Guarantor, on the one hand, and the Holders of Debt Securities of a series guaranteed hereby by such Guarantor and the Trustee, Trustee on the other hand, (i) the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five V hereof for the purposes of its such Guarantee, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations hereby and (ii) in the event of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to any acceleration of such obligations of each as provided in Article V hereof such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor, all other contingent jointly and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of severally with any other Guarantor in respect of the obligations Debt Securities of such other series, for the purpose of this Article XVII. In addition, without limiting the foregoing, upon the effectiveness of an acceleration under Article V, the Trustee may make a demand for payment on the Debt Securities of a series guaranteed hereby under any Guarantee provided hereunder and not discharged. Any Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of Debt Securities of a series guaranteed hereby who makes payment on any such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Debt Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that this Article XVII shall have the right to seek contribution from any non-paying Guarantors shall not be entitled to enforce, or to receive any payments arising out on such Debt Securities so long as the exercise of or based upon, such right of subrogation until does not impair the principal of and any premium and interest on all the Securities rights of the same series and Holders of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of such Debt Securities under any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301provided hereunder.

Guarantee. The Guarantors jointly and severally Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Security of each series issued by the Company, authenticated and delivered by the Trustee Trustee, the due and punctual payment of the principal (including any amount due in respect of original issue discountany Original Issue Discount Security) of and any premium and interest on such Security (Security, and the due and punctual payment of any Additional Amounts and other amounts payable by sinking fund payments provided for pursuant to the Issuer in respect thereof)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, early repayment or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally Guarantor hereby agree to pay to agrees that in the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances event of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that an Event of Default its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer Company with respect thereto, thereto by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the GuarantorsGuarantor, increase the principal amount of a any Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of to any sinking fund payment required pursuant to the terms of a such Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged with respect to any such Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article FourFour or Section 802. If any Holder or the Trustee is required by any court or otherwise to return to the Company, Section 802 the Guarantor, or Article Thirteenany custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantor any amount paid by the Company or the Guarantor to the Trustee or such Holder, this Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantors each Guarantor further agree agrees that, as between such the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its this Guarantee, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations Guarantor also agrees, to pay any and all reasonable costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Holders in enforcing any rights under this Guarantee. The Guarantor hereby waives any right of each set off which the Guarantor hereunder will be limited (i) to may have against the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf Holder of any other Guarantor Security in respect of the obligations of any amounts which are or may become payable by such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) Holder to the extent otherwise necessary so that such obligations do not constitute a breach of applicable lawCompany. The Guarantors Guarantor shall be subrogated to all rights of each Holder the Holders of any series of Securities and the Trustee against the Issuer Company in respect of any amounts paid to such Holder Holders and the Trustee by the Guarantors Guarantor pursuant to the provisions of these Guaranteesthe Guarantee; provided, however, that the Guarantors Guarantor shall not be entitled to enforce, enforce or to receive any payments arising out of or based upon, such right of subrogation until the principal of of, premium, if any, and any premium and interest interest, if any, on all of the Securities of the same such series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any the Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 1201 by reason of his his, her or its status as such stockholder, officer, director, employee or incorporator. The Guarantees Guarantee set forth in this Section 1301 1201 shall not be valid or become obligatory for any purpose with respect to a any Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.