Common use of Guarantees Clause in Contracts

Guarantees. Subject to the limitations set forth in Section 11.04, the Guarantors hereby, jointly and severally, unconditionally Guarantee to each Holder of Notes and to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guarantees.

Guarantees. (a) Subject to the limitations set forth in Section 11.04this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally Guarantee guarantees, on a senior unsecured basis, to each Holder of Notes and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations obligations of the Company hereunder or thereunder, that: (a1) the principal ofprincipal, premium, if any, and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase redemption or otherwise, and interest on the overdue principal of and interest on premiumthe Notes, if any, and interest, if lawful, and all other obligations Obligations of the Company to the Holders or the Trustee hereunder or thereunder under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by accelerationacceleration or otherwise (collectively, redemption, required purchase or repurchase or otherwisethe “Guaranteed Obligations”). In the event Failing payment by the Company fails to make payment when due, subject to any applicable grace period, due of any amount so Guaranteed guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another GuarantorCompany, protest, notice and all demands whatsoever and covenant covenants that the Notes Guarantees this Guarantee shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company Company, the Guarantors or any of the Guarantorscustodian, or any Custodian trustee, liquidator or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guaranteesthis Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. . (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed guaranteed hereby until payment in full of all obligations Guaranteed Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 7 6 for the purposes of the Notes Guaranteesthis Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby Obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 76 of this Indenture, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guaranteesthis Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. Subject to the limitations set forth in Section 11.04provisions of this Article XI, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally Guarantee guarantees to each Holder of Notes a Note authenticated and delivered by the Trustee and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this the Indenture, the Notes or the other Obligations of the Company Issuers hereunder or thereunder, that: (a) the principal of, premium, if any, premium and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, redemption, required purchase or repurchase redemption or otherwise, and interest on the overdue principal of of, premium and interest on premiumthe Notes, if any, and interest, if to the extent lawful, and all other obligations Obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder under the Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of the Indenture and thereofthe Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, so due of any amount so Guaranteed guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. The Subsidiary Guarantors hereby agree that to the fullest extent permitted by applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereofof the Indenture and the Notes, the recovery of any judgment against the Company or any GuarantorIssuers, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than Subsidiary Guarantor. To the payment in full of the amounts Guaranteed). Each fullest extent permitted by applicable law, each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the Company or another GuarantorIssuers, protest, notice and all demands whatsoever and covenant covenants that the Notes Guarantees its Guarantee shall not be discharged except by complete performance of the obligations contained in the Indenture DocumentsNotes and the Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuers or any of the Subsidiary Guarantors, or any Custodian custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or any of the Subsidiary Guarantors, any amount paid either by any of them to the Trustee or to such Holder, the Notes these Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed Obligations guaranteed hereby until payment in full of all obligations Guaranteed Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 7 VII hereof for the purposes of the Notes these Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 7VII hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of the Notes these Guarantees. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes these Guarantees.

Guarantees. Subject to the limitations set forth in Section 11.04this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally Guarantee guarantees to each Holder of Notes a Note authenticated and delivered by the Trustee and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations obligations of the Company hereunder or thereunder, that: (a) the principal of, and premium, if any, of, and interest on interest, if any, on, the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase redemption or otherwise, and interest on the overdue principal of and interest on premium, if any of, and interest, if any, and intereston, the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise. In addition to the event foregoing, each Guarantor also agrees, unconditionally and jointly and severally with each other Guarantor, to pay any and all expenses (including, without limitation, counsel fees and expenses) incurred by the Company fails Trustee under this Indenture in enforcing any rights under a Subsidiary Guarantee with respect to make a Guarantor. Failing payment when due, subject to any applicable grace period, due of any amount so Guaranteed guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another GuarantorCompany, protest, notice and all demands whatsoever and covenant that the Notes Guarantees this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Indenture DocumentsNotes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company Company, the Guarantors or any of the Guarantorscustodian, or any Custodian trustee, liquidator or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid by either to the Trustee or to such Holder, the Notes Guaranteesthis Subsidiary Guarantee, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed guaranteed hereby until payment in full of all obligations Guaranteed guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed guaranteed hereby may be accelerated as provided in Article 7 6 hereof for the purposes of the Notes Guaranteesthis Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 76 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guaranteesthis Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes GuaranteesGuarantee.

Guarantees. Subject There shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the limitations extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of compliance with the covenant set forth in Section 11.047.09 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Guarantors herebyConsolidated Secured Net Leverage Ratio, jointly the Consolidated Total Net Leverage Ratio, and severallythe Consolidated Interest Coverage Ratio, unconditionally Guarantee an adjustment in respect of each Acquired Entity or Business equal to each Holder the amount of Notes the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the Trustee extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and their respective successors and assignsthe Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), irrespective based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the validity fiscal quarters ended on December 31, 2019, March 31, 2020, June 30, 2020 and enforceability of this IndentureSeptember 30, the Notes or the Obligations of the Company hereunder or thereunder2020, that: (a) the principal of, premium, if any, and interest on the Notes Consolidated EBITDA for such fiscal quarters shall be promptly paid $17,981,000, $17,210,000, $13,997,000 and $18,892,000, respectively, in full when dueeach case, as may be subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on adjustment set forth in the overdue principal of and interest on premium, if any, and interest, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of immediately preceding paragraph for any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder four-quarter period with respect to any provisions hereof acquisitions, dispositions or thereof, conversions occurring after the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes GuaranteesClosing Date.

Guarantees. Subject to Purchaser acknowledges that in the limitations set forth in Section 11.04course of conduct of their business, the Guarantors hereby, jointly and severally, unconditionally Guarantee to each Holder of Notes and to the Trustee Sellers and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: Affiliates may have entered into various arrangements (a) the principal ofin which guarantees, premiumletters of credit, if anysureties, and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, bonds or similar arrangements were issued by acceleration, redemption, required purchase Sellers or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; their Affiliates and (b) in which Sellers or their Affiliates are the primary obligors on other Contracts, in any such case to support or facilitate such business. The arrangements entered into by Sellers or their Affiliates referred to in the foregoing clauses (a) and (b), solely to the extent relating to any Acquired Assets or Assumed Liabilities set forth in Schedule 6.10, are referred to as the “Seller Support Obligations”. It is understood that the Seller Support Obligations are not intended to continue after the Closing. Purchaser agrees that it shall use its reasonable best efforts to obtain replacements for the Seller Support Obligations (which shall include the full and unconditional release of Sellers and their Affiliates) that will be in effect at the Closing or, in the case of any extension Seller Support Obligations described in the foregoing clause (b), will use its commercially reasonable efforts to arrange for itself or one of time its Subsidiaries to be substituted as the primary obligor thereon as of payment the Closing through an assumption, accession, acknowledgement or renewal similar agreement (which shall include the full and unconditional release of any Notes Sellers and their Affiliates) with the beneficiary of the applicable Seller Support Obligation. Whether or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with not Purchaser is able to satisfy the terms of the extension or renewalimmediately preceding sentence, subject to Purchaser shall indemnify Sellers and their Affiliates and each of their respective officers, directors, employees, agents and representatives from and against any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent all Liabilities incurred by any Holder of them relating to the Seller Support Obligations. Purchaser agrees that, with respect to any provisions hereof or thereofSeller Support Obligation, its reasonable best efforts pursuant to this Section 6.10 shall include, if requested, the recovery execution and delivery by Purchaser, or by an Affiliate of any judgment against Purchaser acceptable to the Company or any Guarantorbeneficiary of such Seller Support Obligation, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than replacement guarantee that is substantially in the payment form of such Seller Support Obligation. All costs and expenses incurred in full connection with providing the release or substitution of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, Seller Support Obligations 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 in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable borne by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes GuaranteesPurchaser.

Guarantees. Subject to the limitations set forth in Section 11.04, the Guarantors hereby, jointly and severally, unconditionally Guarantee to each Holder of Notes and to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: (a) Seller shall use its commercially reasonable efforts to cause Seller or one or more of its Affiliates to be substituted in all respects for the principal Nordic Companies, as applicable, and for the Nordic Companies, as applicable, to be otherwise removed or released, effective as of the Closing, in respect of all obligations of any of the Nordic Companies, as applicable, under each guarantee, indemnity, surety bond, letter of credit and letter of comfort (each, a “Guarantee”), given or obtained by any of the Nordic Companies, as applicable, for the benefit of any of Seller or any of its Affiliates (other than the Nordic Companies). If Seller has been unable to effect any such substitution, removal, release or termination with respect to any such Guarantee following the Closing, Seller shall continue to use its commercially reasonable efforts to effect such substitution, removal, release or termination as soon as reasonably practicable after the Closing; provided, that from and after Closing, Seller shall indemnify against, hold harmless and promptly reimburse the Nordic Companies or their respective Affiliates for any payments made by the Nordic Companies or their respective Affiliates and for the Losses of the Nordic Companies or their respective Affiliates arising out of, premiumor in performing, if anyin whole or in part, and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all performance obligation in accordance with the terms hereof and thereof; and underlying obligation under any such Guarantee (except to the extent the performance obligation under any such Guarantee shall have been triggered solely by an act or failure to act of the applicable guarantor (rather than the underlying obligor)). (b) Seller shall use its commercially reasonable efforts to cause one or more of the Nordic Companies to be substituted in case all respects for Seller or its Affiliates (other than the Nordic Companies), and for Seller or its Affiliates (other than the Nordic Companies), as applicable, to be otherwise removed or released, effective as of the Closing, in respect of all obligations of Seller or its Affiliates (other than the Nordic Companies), as applicable, under each Guarantee given or obtained by Seller or its Affiliates (other than the Nordic Companies), as applicable, for the benefit of any extension of time of payment the Nordic Companies. If Seller has been unable to effect any such substitution, removal, release or renewal of termination with respect to any Notes such Guarantee following the Closing, Seller shall continue to use its commercially reasonable efforts to effect such substitution, removal, release or any of such other obligationstermination as soon as reasonably practicable after the Closing; provided, that from and after the same Closing, Buyer shall be indemnify against, hold harmless and promptly paid reimburse Seller for any payments made by Seller or its Affiliates and for the Losses of Seller or its respective Affiliates arising out of, or in full when due performing, in whole or performed in part, any performance obligation in accordance with the terms of the extension or renewal, subject to underlying obligation under any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor such Guarantee (other than the payment in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, the performance obligation under any such Guarantee shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled have been triggered solely by an act or failure to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity act of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for applicable guarantor (rather than the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guaranteesunderlying obligor)).

Guarantees. Subject to the limitations set forth in Section 11.04, the Guarantors herebyEach Guarantor, jointly and severally, unconditionally Guarantee guarantees, on an unsecured senior basis, to each Holder of Notes a Note authenticated and delivered by the Trustee and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder Issuers under this Indenture or thereunderthe Notes, that: (ai) the principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, call for redemption, required offer to purchase or repurchase or otherwise, and interest on the overdue principal of of, premium, and interest on premiumand Liquidated Damages, if any, and interest, if lawful, on the Notes and all other obligations Obligations of the Company Issuers to the Holders or the Trustee hereunder under this Indenture or thereunder shall the Notes will be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same shall they will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise; and (iii) any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under any Guarantee with respect to the Notes will be paid. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, due of any amount so Guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Guarantors shall any Guarantor will be jointly and severally obligated (subject to any grace periods allowed pursuant to Section 6.1 hereof) to pay the same immediatelywhether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Section 6.2 hereof. The Guarantors hereby agree An Event of Default under this Indenture or the Notes shall constitute an event of default under any Guarantee of the Notes, and shall entitle the Holders of Notes to accelerate the Obligations of any Guarantor hereunder in the same manner and to the same extent as the Obligations of the Issuers. Each Guarantor agrees that their obligations its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)any Guarantor. Each Any Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of either or both of the Company, any right to require a proceeding first against the Company or another GuarantorIssuers, protest, notice and all demands whatsoever and covenant covenants that its Guarantee with respect to the Notes Guarantees shall will not be discharged except by complete performance of its Obligations under the obligations contained in the Indenture DocumentsNotes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company any Issuer, any Guarantor or any of the GuarantorsCustodian, or any Custodian Trustee, liquidator or other similar official acting in relation to either the Company any Issuer or any of the Guarantors, Guarantor any amount paid either by any such entity to the Trustee or to such Holder, any Guarantee to the Notes GuaranteesNotes, to the extent theretofore discharged, 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 Holder in respect of any obligations Guaranteed Obligations guaranteed hereby until payment in full of all obligations Guaranteed Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantorsit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 7 6 hereof for the purposes of the Notes Guaranteeshereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 76 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors such Guarantor for the purpose of such Guarantee of the Notes GuaranteesNotes. The Guarantors A Guarantor shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or Holder under its Guarantee of the Holders under Notes. Each Holder of a Note by its acceptance thereof agrees to and shall be bound by the Notes Guaranteesprovisions of this Section 10.1.

Guarantees. Subject to the limitations set forth in Section 11.04this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally Guarantee guarantees to each Holder of Notes a Note and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase redemption or otherwise, and interest on the overdue principal of and interest on of, premium, if any, and interestinterest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, due of any amount so Guaranteed guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another GuarantorCompany, protest, notice and all demands whatsoever and covenant that the Notes Guarantees this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture Documentsor pursuant to Section 10.04. If any Holder or the Trustee is required by any court or otherwise to return to the Company Company, the Guarantors or any of the Guarantorscustodian, or any Custodian trustee, liquidator or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid by either to the Trustee or to such Holder, the Notes Guaranteesthis Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed guaranteed hereby until payment in full of all obligations Guaranteed guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed guaranteed hereby may be accelerated as provided in Article 7 6 for the purposes of the Notes Guaranteesthis Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 76, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guaranteesthis Guarantee. The Guarantors shall have the right to seek contribution from any non-non paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes GuaranteesGuarantee.

Guarantees. Subject of accommodation Any guarantee given by us in our Accommodation brochure or website to allocate accommodation to you shall cease to have effect if this Agreement is terminated. Inventory Means the list of furniture and equipment at the Accommodation which will be provided to you in your Accommodation on arrival. University/We The University of Reading, being an independent corporation with charitable status established by Royal Charter with number RC000665 whose registered office is at Whiteknights, PO Box 217, Reading RG6 6AH and includes all buildings from time to time belonging to the limitations set forth in Section 11.04, the Guarantors hereby, jointly and severally, unconditionally Guarantee to each Holder of Notes and to the Trustee and their respective successors and assigns, irrespective University or managed by or on behalf of the validity University Contact Details Any notice about this Agreement should be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇.▇▇ You The person named in the Offer (where the Tenant is more than one person, obligations are undertaken both individually and enforceability of together and you as the person named in this Indenture, the Notes or the Obligations Agreement shall be responsible for all acts and omissions of the Company hereunder or thereunder, that: same as if their acts and omissions were carried out by you) Accommodation The room(s) to which the Offer relates Flat The flat (a) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes which the Accommodation is situated and “a flat” means the Flat or any other flat at the Hall Hall The University’s hall of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with residence at which you reside under the terms of this contract Licence Fee The amount payable as rent as stated to in the extension or renewalOffer Period of Residence The term of weeks as referred to in the Offer Security Deposit The sum of £250 Policies and Procedures Means the University's policies and procedures which can be reviewed at: ▇▇▇▇://▇▇▇▇▇▇▇.▇▇▇▇▇▇▇.▇▇.▇▇/essentials/_the-important-stuff/an-a-to-z-of-policies-and-procedures.aspx Managing Agent UPP Reading Ltd, subject to ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, Offer Means your offer of accommodation as issued by the University Visitors Means any applicable grace periodguest invited by you, whether at Stated Maturity, by acceleration, redemption, required purchase that invitation is express or repurchase implied (eg where the guest assumes from what you have said or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed done that they have been invited) or any performance so Guaranteed for whatever reason, person visiting you at the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes GuaranteesAccommodation.

Guarantees. (a) Subject to the limitations set forth in Section 11.04this Article 13, each of the Guarantors hereby, as a primary obligor and not merely as surety, jointly and severally, unconditionally Guarantee guarantees to each Holder of Notes a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Trustee and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations obligations of the Company hereunder or thereunder, that: : (ai) the principal of, premium, if any, and interest on on, the Notes shall and such other Note Obligations will be promptly paid in full in cash when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase redemption or otherwise, and interest on the overdue principal of and interest on premiumthe Notes, if any, and interest, if lawful, and all other obligations of the Company to the Holders Holders, the Trustee or the Collateral Trustee hereunder or thereunder shall will be promptly paid in full in cash or performed, all in accordance with the terms hereof and thereof; and , and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsobligations (including Note Obligations), that the same shall will be promptly paid in full in cash when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, due of any amount so Guaranteed guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any amendment, waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any other Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)Guarantor. Each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand of payment, filing of claims with a court in the event of insolvency or bankruptcy notice hereunder including any of the Companyfollowing: (i) any demand for payment or performance and protest and notice of protest; (ii) any notice of acceptance; (iii) any presentment, demand, protest or further notice or other requirements of any kind with respect to any Note Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable; and (iv) any other notice in respect of any Note Obligation or any part thereof, and any defense arising by reason of any disability or other defense of the Company or any Guarantor. Each Guarantor further unconditionally and irrevocably agrees not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against the Company or any Guarantor by reason of any Transaction Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may have against the Company or any other Guarantor or set off any of its obligations to the Company or any other Guarantor against obligations of such Guarantor to the Company or such other Guarantor. No obligation of any Guarantor hereunder shall be discharged other than by complete performance. Each Guarantor further waives any right such Guarantor may have under any applicable requirement of law to require a proceeding the Trustee, the Collateral Trustee or any Holder to seek recourse first against the Company or another Guarantorany other Person, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance or to realize upon any Collateral for any of the Note Obligations, as a condition precedent to enforcing such Guarantor’s liability and obligations contained in the Indenture Documents. under this Article 13. (c) If any Holder Holder, the Trustee or the Collateral Trustee is required by any court or otherwise to return to any amount paid by the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either Guarantor to the Trustee, the Collateral Trustee or to such Holder, the Notes Guaranteesthis Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed guaranteed hereby until payment in full in cash of all obligations Guaranteed (including the Note Obligations) guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders Holders, the Trustee and the Collateral Trustee, on the other hand, (x1) the maturity of the obligations Guaranteed guaranteed hereby may be accelerated as provided in Article 7 Section 6.02 for the purposes of the Notes Guaranteesthis Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article 76, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. (e) Without limiting the joint and several obligations of the Guarantors to the Trustee, Collateral Trustee and Holders, all Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Indenture. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under its Guarantee of the Notes Guaranteessuch that its Aggregate Payments exceed its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor, to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors, multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under its guarantee of the Notes in respect of the obligations guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under its guarantee of the Notes that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable applicable provisions of state law, provided that solely for purposes of calculating the Fair Share Contribution Amount with respect to any Contributing Guarantor for purposes of this Section 13.01, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of its guarantee of the Notes (including in respect of this Section 13.01), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 13.01. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. Each Guarantor is a third-party beneficiary to the contribution agreement set forth in this Section 13.01. Notwithstanding anything to the contrary, the Guarantors shall not have the right to seek contribution from the Company and any non-paying Guarantor so long as the exercise until payment in full in cash of such right does not impair the rights of the Trustee or the Holders under the Notes Guaranteesall Note Obligations.

Guarantees. Subject to the limitations set forth in Section 11.04, the Guarantors hereby, jointly and severally(a) The Parent Guarantor hereby fully, unconditionally Guarantee and irrevocably guarantees (the “Guarantee”) to each Holder of the Notes authenticated and delivered by the Trustee, and to the Trustee and their respective its successors and assigns, the due and punctual payment of the principal of, premium, if any, and interest on the Notes, subject to any applicable grace period, whether at stated maturity, by acceleration, by redemption or otherwise, and the due and punctual performance of all other obligations of the Company, to the Holders or the Trustee under the Indenture and this Supplemental Indenture in accordance with the terms hereof and thereof. The Parent Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity and or enforceability of this Indenture, the Notes or the Obligations obligations of the Company hereunder under the Indenture and this Supplemental Indenture, the absence of any action to enforce the same, the recovery of any judgment against the Company or thereunderany other obligor with respect to the Indenture, that: this Supplemental Indenture or the Notes, any action to enforce the same or any other circumstances (aother than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however, that nothing contained herein shall be constituted to be a waiver by the Parent Guarantor of presentment or demand of payment or notice to the Parent Guarantor with respect to the Notes and the obligations evidenced thereby or hereby. The Parent Guarantor further waives any right of set-off or counterclaim it may have against registered owners of the Notes arising from any other obligations of the Parent Guarantor that any such registered owners may have. The Parent Guarantor covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture, this Supplemental Indenture and the Notes. The Parent Guarantor shall be subrogated to all rights of the registered owners of the Notes in respect of any amounts paid by the Parent Guarantor pursuant to the provisions of this Section 2.10; provided, however, that the Parent Guarantor shall be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation only after the principal of, premium, if any, and interest on the Notes shall be promptly and all other amounts owed to the registered owners of the Notes hereunder have been paid in full when duefull. The Guarantee shall continue to be effective or reinstated, subject to as the case may be, if at any applicable grace periodtime any payment of the principal of, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, or interest on the Notes or any other amounts owed to the registered owners of the Notes hereunder or thereunder is rescinded or must otherwise be returned by such registered owners upon the insolvency, bankruptcy or reorganization of the Parent Guarantor, the Company or otherwise, all as though such payment had not been made. (b) The Parent Guarantor, and interestby its acceptance of Notes, if lawfuleach Holder, hereby confirms that it is the intention of all such parties that the Guarantee of the Parent Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law or any similar federal or state law to the extent applicable to its Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Parent Guarantor hereby irrevocably agree that the obligations of the Parent Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent Guarantor that are relevant under such laws, result in the obligations of the Company to the Holders Parent Guarantor under its Guarantee not constituting a fraudulent transfer or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and conveyance. (bc) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the The terms of the extension or renewal, subject Guarantee set forth in this Section 2.10 do not require the Parent Guarantor to evidence its Guarantee through any applicable grace period, whether at Stated Maturity, notation of the Guarantee endorsed by acceleration, redemption, required purchase or repurchase or otherwisean Officer of the Parent Guarantor on each Note authenticated and delivered by the Trustee. In This Supplemental Indenture will be executed on behalf of the event the Company fails to make payment when due, subject to any applicable grace period, Parent Guarantor by one of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediatelyits Officers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or Guarantee set forth in this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, shall be reinstated Section 2.10 will remain in full force and effecteffect without any requirement to endorse on each Note a notation of the Note Guarantee. Each If an Officer of the Parent Guarantor agrees whose signature is on this Supplemental Indenture no longer holds that it shall not office at the time the Trustee authenticates any Note, the Guarantee will be entitled to any right of subrogation in relation to the Holders in respect valid nevertheless. The delivery of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and Note by the Trustee, on after the other handauthentication thereof, (x) the maturity will constitute due delivery of the obligations Guaranteed hereby may be accelerated as provided Guarantee set forth in Article 7 for the purposes this Supplemental Indenture on behalf of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes GuaranteesParent Guarantor.

Guarantees. Subject to the limitations set forth in Section 11.04this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally Guarantee guarantees to each Holder of Notes a Note authenticated and delivered by the Trustee and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations obligations of the Company hereunder or thereunder, that: (a) the principal of, and premium, if any, of, and interest on and Special Interest, if any, on, the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase redemption or otherwise, and interest on the overdue principal of and premium, if any of, and interest on premiumand Special Interest, if any, and intereston, the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise. In addition to the event foregoing, each Guarantor also agrees, unconditionally and jointly and severally with each other Guarantor, to pay any and all expenses (including, without limitation, counsel fees and expenses) incurred by the Company fails Trustee under this Indenture in enforcing any rights under a Subsidiary Guarantee with respect to make a Guarantor. Failing payment when due, subject to any applicable grace period, due of any amount so Guaranteed guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another GuarantorCompany, protest, notice and all demands whatsoever and covenant that the Notes Guarantees this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Indenture DocumentsNotes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company Company, the Guarantors or any of the Guarantorscustodian, or any Custodian trustee, liquidator or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid by either to the Trustee or to such Holder, the Notes Guaranteesthis Subsidiary Guarantee, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed guaranteed hereby until payment in full of all obligations Guaranteed guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed guaranteed hereby may be accelerated as provided in Article 7 6 hereof for the purposes of the Notes Guaranteesthis Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 76 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guaranteesthis Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes GuaranteesGuarantee.

Guarantees. Subject (a) The Guarantors, hereby jointly and severally guarantee, as a primary obligor and not as a surety, to the limitations set forth in Section 11.04, the Guarantors hereby, jointly Lender and severally, unconditionally Guarantee to each Holder of Notes and to the Trustee and their respective its permitted successors and assigns, irrespective of the validity Guaranteed Obligations. The Guarantors hereby jointly and enforceability of this Indenture, the Notes severally agree that if Borrower or the Obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes any other Guarantor shall be promptly paid fail to pay in full when due, subject to any applicable grace period, due (whether at Stated Maturityscheduled payment date, by acceleration, redemption, required purchase or repurchase repayment or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and interest on that in the overdue principal of and interest on premium, if any, and interest, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsthe Guaranteed Obligations, that the same shall will be promptly paid in full when due (whether at scheduled payment date, by requirement prepayment or performed otherwise) in accordance with the terms of the such extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, . (b) The obligations of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors under Section 10.01(a) shall be jointly constitute a guaranty of payment and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Notes or Guaranteed Obligations of Borrower and the Guarantors under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance which whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor surety or Guarantor (other than the except for payment in full full). Without limiting the generality of the amounts Guaranteedforegoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above: (i) at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (ii) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein or therein shall be done or omitted; (iii) the scheduled payment date of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Transaction Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; (iv) any Lien or security interest granted to, or in favor of, the Lender as security for any of the Guaranteed Obligations shall fail to be perfected; or (v) the release of any other Guarantor pursuant to Section 10.01(h). Each Guarantor . (c) The Guarantors hereby waives expressly waive diligence, presentment, demand of payment, filing of claims with a court in protest and all Notices whatsoever, and any requirement that the event of insolvency Lender exhaust any right, power or bankruptcy remedy or proceed against Borrower under this Agreement, the Note or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the CompanyGuaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Lender upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to require a proceeding first against the Company Guaranteed Obligations at any time or another Guarantorfrom time to time held by the Lender, protest, notice and all demands whatsoever the obligations and covenant that liabilities of the Notes Guarantees Guarantors hereunder shall not be discharged except conditioned or contingent upon the pursuit by complete performance the Lender or any other Person at any time of any right or remedy against Borrower and the Guarantors or against any other Person which may be or become liable in respect of all or any part of the obligations contained in the Indenture DocumentsGuaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, This Guarantee shall be reinstated remain in full force and effect. Each Guarantor agrees that it shall not effect and be entitled to any right of subrogation binding in relation accordance with and to the Holders in respect extent of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between its terms upon the Guarantors, on Guarantors and the one handsuccessors and assigns thereof, and shall inure to the Holders and the Trustee, on the other hand, (x) the maturity benefit of the obligations Guaranteed hereby Lender and its successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be accelerated as provided in Article 7 for the purposes no Guaranteed Obligations outstanding. (d) The obligations of the Notes Guarantees, notwithstanding Guarantors under this Section 10.01 shall be automatically reinstated if and to the extent that for any stay, injunction reason any payment by or on behalf of Borrower or any other prohibition preventing such acceleration Guarantor in respect of the obligations Guaranteed hereby and (y) in the event Obligations is rescinded or must be otherwise restored by any holder of any declaration of acceleration the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. (e) Each Guarantor hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations under this Agreement it shall not enforce any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 10.01(a), whether by subrogation or otherwise, against Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. (f) The guarantee in this Section 10.01 is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising. (g) In any action or proceeding involving any state corporate, limited partnership, or limited liability company Law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 10.01(a) would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 10.01(a), then, notwithstanding any other provision of this Agreement to the contrary, the amount of such obligations liability shall, without any further action by such Guarantor, any other Guarantor or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 10.01(a)) that is valid and enforceable and not subordinated to the claims of other creditors as provided determined in Article 7such action or proceeding. (h) If a Guarantor becomes a Transferred Guarantor, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be automatically released from its obligations under this Agreement (whether or not due including under Article XII) and payable) its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and the pledge of such Capital Stock to the Lender pursuant to the Security Documents shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor be automatically released, and, so long as Borrower and its Subsidiaries shall have provided the exercise Lender such certifications or documents as it shall reasonably request, the Lender shall take such actions as are necessary to effect each release described in this clause (h) in accordance with the relevant provisions of the Security Documents, so long as Borrower and its Subsidiaries shall have provided the Lender such certifications or documents as it shall reasonably request in order to demonstrate compliance with this Agreement. (i) Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right does not impair of contribution shall be subject to the rights terms and conditions of Section 10.01(e). The provisions of this Section 10.01(i) shall in no respect limit the Trustee or obligations and liabilities of any Guarantor to the Holders under Lender, and each Guarantor shall remain liable to the Notes GuaranteesLender for the full amount guaranteed by such Guarantor hereunder.

Guarantees. Subject (a) The payment by the Company of all amounts due with respect to the limitations set forth in Notes and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by the Reporting Entity (if the Reporting Entity is New STERIS Limited) and the Affiliates of the Reporting Entity (other than the Company) that guarantee the obligations of the obligors under the Bank Credit Agreement (together with any additional Affiliate who delivers a guaranty pursuant to Section 11.049.7, the Guarantors hereby“Guarantors”) pursuant to the guaranty agreement substantially in the form of Exhibit 2.2(a) attached hereto and made a part hereof (as the same may be amended, jointly modified, extended or renewed, the “Affiliate Guaranty”). (b) Any instruments, documents and severally, unconditionally Guarantee agreements pursuant to each Holder which the Reporting Entity or any Subsidiary agrees to grant Liens in favor of a collateral agent (the “Collateral Agent”) for the benefit of the holders of Notes are hereinafter referred to as the “Collateral Documents”. The Collateral Documents and the Affiliate Guaranties are hereinafter collectively referred to as the “Security Documents.” (c) [Reserved]. (d) If at any time the Reporting Entity or any Affiliate shall grant to any one or more of the Creditors security of any kind or provide any one or more of the Creditors with additional guaranties or other credit support of any kind pursuant to the requirements of a Material Credit Facility, then the Reporting Entity or such Affiliate shall grant to the holders of the Notes the same security or guaranty so that the holders of the Notes shall at all times be secured on an equal and pro rata basis with such Creditors. All such additional guaranties or security shall be given to the holders of the Notes pursuant to Section 9.7 or 9.8, as applicable, of this Agreement. (e) The holders of the Notes agree that the obligations of any Affiliate (other than New STERIS Limited if such entity is the Reporting Entity) under the Affiliate Guaranty and the Liens of the Collateral Documents in respect of all or any part of the collateral therein described shall be automatically released and discharged without the necessity of further action on the part of the holders of the Notes if, and to the Trustee extent, (i) the corresponding guaranty or Lien given pursuant to the terms of any Material Credit Facility is released and their respective successors (ii) no Default or Event of Default shall have occurred and assignsthen be continuing or result therefrom (or should any Default or Event of Default then exist or result, irrespective at such later time as any such Default or Event of Default shall cease to exist or result therefrom), provided that in the event the Reporting Entity or any Affiliate shall again become obligated under or with respect to the previously discharged Affiliate Guaranty, or again grant the discharged Lien, as the case may be, pursuant to the terms and provisions the relevant Material Credit Facility, then the Lien granted by the Reporting Entity or its Subsidiaries under a Collateral Document or the obligations of such Affiliate under the Affiliate Guaranty, as the case may be, shall be reinstated and any release thereof previously given shall be deemed null and void, and such Affiliate Guaranty shall again benefit the holders of the validity Notes on an equal and enforceability pro rata basis. Any release by the holders of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: (aunder this Section 2.2(e) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when duedeemed to have occurred concurrently with the release and discharge under the Material Credit Facilities. Further, subject any reinstatement of an Affiliate Guaranty or Lien pursuant to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance comply with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly Sections 9.7 and severally obligated to pay the same immediately9.8 hereof. The Guarantors hereby agree that their obligations hereunder Reporting Entity shall be unconditional, irrespective of promptly notify the validity, regularity or enforceability holders of the Notes or this Indenture, the absence of any action release of an Affiliate Guaranty pursuant to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery this Section 2.2(e) and shall deliver evidence of any judgment against the Company release or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment guaranty or Lien in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guaranteescustomary form.

Guarantees. Subject to the limitations set forth in Section 11.04provisions of this Article 10, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally Guarantee guarantees to each Holder of Notes a Note authenticated and delivered by the Trustee and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the other Obligations of the Company Issuers hereunder or thereunder, that: (a) the principal of, premiumpremium and interest (including Additional Interest, if any, and interest ) on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, redemption, required purchase or repurchase redemption or otherwise, and interest on the overdue principal of of, premium and interest (including Additional Interest, if any) on premiumthe Notes, if any, and interest, if to the extent lawful, and all other obligations Obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, so due of any amount so Guaranteed guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. The Subsidiary Guarantors hereby agree that to the fullest extent permitted by applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereofof this Indenture and the Notes, the recovery of any judgment against the Company or any GuarantorIssuers, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than Subsidiary Guarantor. To the payment in full of the amounts Guaranteed). Each fullest extent permitted by applicable law, each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the Company or another GuarantorIssuers, protest, notice and all demands whatsoever and covenant covenants that the Notes Guarantees its Guarantee shall not be discharged except by complete performance of the obligations contained in the Indenture DocumentsNotes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuers or any of the Subsidiary Guarantors, or any Custodian custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or any of the Subsidiary Guarantors, any amount paid either by any of them to the Trustee or to such Holder, the Notes these Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed Obligations guaranteed hereby until payment in full of all obligations Guaranteed Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 7 6 hereof for the purposes of the Notes these Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 76 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of the Notes these Guarantees. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes these Guarantees.. Back to Contents

Guarantees. Subject to the limitations set forth in Section 11.04(a) Historic TW, the Guarantors herebyas primary obligor and not merely as surety, jointly will fully, irrevocably and severallyunconditionally guarantee, unconditionally Guarantee to each Holder of Notes Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: assigns (ai) the principal of, premium, if any, full and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue punctual payment of principal of and interest on premiumthe Securities when due, if anywhether at maturity, by acceleration, by redemption or otherwise, and interest, if lawful, all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company to under this Indenture and the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and Securities. (b) in case Each of any extension TBS and HBO, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally guarantee, to each Holder of time Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) and to the Trustee and its successors and assigns (i) the full and punctual payment or renewal of any Notes or any all monies due under the Guarantee of such Historic TW, and all other obligations, that monetary obligations of Historic TW under this Indenture (including obligations to the same shall be promptly paid in Trustee) and (ii) the full when due or performed in accordance with the terms and punctual performance within applicable grace periods of all other obligations of Historic TW under this Indenture and its Guarantee. (c) Each of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree further agrees that their its obligations hereunder shall be unconditional, unconditional irrespective of the validity, regularity absence or enforceability of the Notes or this Indenture, the absence existence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, any action other Guarantor (except to enforce the same extent such judgment is paid) or any other circumstance which might waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment except that each such waiver or amendment shall be effective in full accordance with its terms). (d) Each of the amounts Guaranteed). Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (e) Each Guarantor hereby of the Guarantors further agrees to waive presentment to, demand of payment from and protest to the Company or any other Person, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand of for payment, notice of protest for nonpayment, the filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, Company or any other Person and any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that any other Person. The obligations of the Notes Guarantees Guarantors shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required affected by any court failure or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, policy on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights part of the Trustee to exercise any right or remedy under this Indenture or the Holders under the Notes GuaranteesSecurities of any series.

Guarantees. Subject to the limitations set forth in Section 11.04, the Guarantors hereby, jointly and severally, unconditionally Guarantee to each Holder of Notes and to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: (a) Purchaser shall use reasonable best efforts to cause itself or one or more of its Affiliates to be substituted in all respects for Seller, effective as of the principal ofClosing, premiumin respect of all obligations of Seller under any guarantees, if anybonding arrangements, keepwell agreements, net working capital maintenance agreements, reimbursement obligations, letters of credit, letters of comfort or any similar agreements, in each case to the extent relating to the Business (and not any Excluded Assets or Retained Liabilities), binding Seller for the benefit of the Business or the Business Subsidiaries, and interest on Seller shall reasonably cooperate in Purchaser’s efforts, in each case to the Notes extent that the Company has not been so substituted for Seller pursuant to the Reorganization Agreement (the “Guarantees”). In no event shall Purchaser or any of its Affiliates be promptly paid in full when due, subject obligated to pay any money to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on Person to effect the overdue principal of and interest on premium, if any, and interest, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid substitutions described in full or performed, all in accordance with the terms hereof and thereof; and this Section 4.12. (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with With respect to any provisions hereof Guarantees that remain outstanding after the Closing Date, (i) Seller and Purchaser shall continue to cooperate and use their respective reasonable best efforts to terminate, or, if the parties are unable to so terminate, cause Purchaser or thereofone of its Affiliates to be substituted in all respects for Seller in respect of, all obligations under the recovery of Guarantees, (ii) Purchaser shall indemnify and hold harmless Seller for any judgment against the Company damages, Liabilities, costs and expenses (including reasonable attorneys’ fees) arising from or any Guarantorrelating to such Guarantees, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor and (other than the payment in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees iii) Purchaser shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or permit any of the GuarantorsBusiness Subsidiaries or Affiliates to (A) renew or extend the term of, (B) increase its obligations under, (C) transfer to another Third Party or (D) amend in any Custodian manner, except as contemplated pursuant to clause (i) above, any loan, Contract or other similar official acting in relation obligation for which Seller is or would reasonably be expected to either the Company or any of the Guarantors, any amount paid either to the Trustee or to be liable under such Holder, the Notes Guarantees, to Guarantee (including after taking into account clause (ii) above). To the extent theretofore dischargedthat Seller has performance obligations under any Guarantee that remains outstanding after the Closing Date, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled Purchaser will use reasonable best efforts to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity perform such obligations on behalf of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction Seller or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) otherwise take such action as is reasonably requested by Seller so as to put Seller in the event same position as if Purchaser, and not Seller, had performed or were performing such obligations. Table of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guarantees.Contents

Guarantees. Subject to the limitations set forth in Section 11.04, the Guarantors hereby(a) Each Guarantor, jointly and severally, hereby unconditionally Guarantee to each Holder of Notes and irrevocably guarantees to the Trustee Administrative Agent, for the ratable benefit of the Lenders and their respective successors successors, indorsees, transferees and assigns, irrespective the prompt and complete payment and performance by the Borrower as and when due (whether at the stated maturity, by acceleration or otherwise) of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and Obligations. (b) This Guarantee shall remain in case full force and effect until the Obligations are paid in full. (c) Each 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 Lender in writing that such payment is made under this Guarantee for such purpose. (d) Anything herein or in any extension other Credit Document to the contrary notwithstanding, the maximum liability of time each Guarantor hereunder and under the other Credit Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (e) No payment or renewal of any Notes or any of such other obligationspayments made by the Borrower, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the any other hand, (x) the maturity guarantor or any other Person by virtue of any action or proceeding or any setoff or appropriation or payment of the obligations Guaranteed hereby may Obligations shall be accelerated as provided in Article 7 for deemed to modify, reduce, release or otherwise affect the purposes liability of the Notes Guaranteesany Guarantor hereunder who shall, notwithstanding any stay, injunction such payment or payments (other prohibition preventing than payments made by such acceleration Guarantor in respect of the obligations Guaranteed hereby and (y) Obligations or payments received or collected from such Guarantor in respect of the event of any declaration of acceleration Obligations), remain liable for the Obligations, up to the maximum liability of such obligations as provided Guarantor hereunder until the Obligations are paid in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guaranteesfull.

Guarantees. Subject to the limitations set forth in Section 11.04, the Guarantors hereby, jointly and severally, unconditionally Guarantee to each Holder of Notes and to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: (a) Parent hereby unconditionally and absolutely guarantees (this “Guarantee”), as a primary obligor and not merely as surety, the principal offull and punctual payment and performance of all debts, premiumobligations and liabilities (including in respect of Fees and referral fees), if anywhether such obligations are direct or indirect, and interest on the Notes shall be promptly paid in full when absolute or contingent, now existing or subsequently arising, primary or secondary, now due or hereafter falling due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase monetary or otherwise, and of Licensee under this Agreement, together with all costs of collection, compromise or enforcement, including reasonable attorneys’ fees, incurred with respect to any such debt, obligations or liabilities, or with respect to this or any other guaranty of any of them, or with respect to a proceeding under the federal bankruptcy laws or any moratorium, insolvency, receivership, arrangement or reorganization law or an assignment for the benefit of creditors concerning Licensee or Parent, together with interest on all such costs of collection, compromise or enforcement from the overdue principal of and interest on premiumdate arising (collectively, if anythe “Obligations”). Parent further agrees that its liability under the Guarantee shall not be discharged, and interestimpaired, if lawfuldiminished or otherwise affected by any (a) extension, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performedsettlement, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment modification, compromise, waiver, release or renewal of any Notes Obligation, in whole or in part or (b) any modification or amendment or supplement to this Agreement. The Guarantee is a continuing guarantee, which shall apply to all Obligations which now exist or subsequently arise, whether or not notice of such other obligationsObligations is given to Parent, that whether or not any or all prior Obligations had been fully paid, performed and observed before any such Obligation arose, and notwithstanding Holdings’ dissolution. (b) Holdings hereby unconditionally and absolutely guarantees (this “Holdings Guarantee”), as a primary obligor and not merely as surety, the same shall be promptly paid full and punctual payment and performance of all debts, obligations and liabilities (including in full when respect of referral fees), whether such obligations are direct or indirect, absolute or contingent, now existing or subsequently arising, primary or secondary, now due or performed in accordance with the terms of the extension or renewalhereafter falling due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase monetary or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed Licensor under this Agreement, together with all costs of collection, compromise or any performance so Guaranteed for whatever reasonenforcement, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditionalincluding reasonable attorneys’ fees, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder incurred with respect to any provisions hereof such debt, obligations or thereofliabilities, the recovery of any judgment against the Company or any Guarantor, any action with respect to enforce the same this or any other circumstance which might otherwise constitute guaranty of any of them, or with respect to a legal proceeding under the federal bankruptcy laws or equitable discharge any moratorium, insolvency, receivership, arrangement or defense reorganization law or an assignment for the benefit of a guarantor creditors concerning Licensor or Holdings, together with interest on all such costs of collection, compromise or enforcement from the date arising (other than collectively, the payment in full of the amounts Guaranteed“Holdings Obligations”). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in Holdings further agrees that its liability under the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees Holdings Guarantee shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder discharged, impaired, diminished or the Trustee is required otherwise affected by any court (a) extension, settlement, modification, compromise, waiver, release or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, 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 in respect renewal of any obligations Guaranteed hereby until payment Holdings Obligation, in full of whole or in part or (b) any modification or amendment or supplement to this Agreement. The Holdings Guarantee is a continuing guarantee, which shall apply to all obligations Guaranteed hereby. Each Guarantor further agrees thatHoldings Obligations which now exist or subsequently arise, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise notice of such right does Holdings Obligations is given to Holdings, whether or not impair the rights of the Trustee any or the Holders under the Notes Guaranteesall prior Holdings Obligations had been fully paid, performed and observed before any such Holdings Obligation arose, and notwithstanding Parent’s dissolution.

Guarantees. Subject (a) The payment by the Company of all amounts due with respect to the limitations set forth in Notes and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by the Reporting Entity and the Affiliates of the Reporting Entity (other than the Company) that (i) are obligors under the Bank Credit Agreement or a Material Credit Facility or (ii) guarantee the obligations of the obligors under the Bank Credit Agreement or such Material Credit Facility (together with any additional Affiliate who delivers a guaranty pursuant to Section 11.049.7, the Guarantors hereby“Guarantors”) pursuant to the guaranty agreement substantially in the form of Exhibit 2.2(a) attached hereto and made a part hereof (as the same may be amended, jointly modified, extended or renewed, the “Affiliate Guaranty”). (b) Any instruments, documents and severally, unconditionally Guarantee agreements pursuant to each Holder which the Reporting Entity or any Subsidiary agrees to grant Liens in favor of a collateral agent (the “Collateral Agent”) for the benefit of the holders of Notes are hereinafter referred to as the “Collateral Documents”. The Collateral Documents and the Affiliate Guaranties are hereinafter collectively referred to as the “Security Documents.” (c) [Reserved]. (d) If at any time the Reporting Entity or any Affiliate shall grant to any one or more of the Creditors security of any kind or provide any one or more of the Creditors with additional guaranties or other credit support of any kind pursuant to the requirements of a Material Credit Facility, then the Reporting Entity or such Affiliate shall grant to the holders of the Notes the same security or guaranty so that the holders of the Notes shall at all times be secured on an equal and pro rata basis with such Creditors. All such additional guaranties or security shall be given to the holders of the Notes pursuant to Section 9.7 or 9.8, as applicable, of this Agreement. (e) The holders of the Notes agree that the obligations of any Affiliate (other than the Reporting Entity) under the Affiliate Guaranty and the Liens of the Collateral Documents in respect of all or any part of the collateral therein described shall be automatically released and discharged without the necessity of further action on the part of the holders of the Notes if, and to the Trustee extent, (i) the corresponding guaranty or Lien given pursuant to the terms of any Material Credit Facility is released, (ii) such Affiliate is no longer, if applicable, a borrower or issuer under any Material Credit Facility and their respective successors (iii) no Default or Event of Default shall have occurred and assignsthen be continuing or result therefrom (or should any Default or Event of Default then exist or result, irrespective at such later time as any such Default or Event of Default shall cease to exist or result therefrom), provided that in the event the Reporting Entity or any Affiliate shall again become obligated under or with respect to the previously discharged Affiliate Guaranty or Material Credit Facility, or again grant the discharged Lien, as the case may be, pursuant to the terms and provisions of the validity relevant Material Credit Facility, then the Lien granted by the Reporting Entity or its Subsidiaries under a Collateral Document or the obligations of such Affiliate under the Affiliate Guaranty, as the case may be, shall be reinstated and enforceability any release thereof previously given shall be deemed null and void, and such Affiliate Guaranty shall again benefit the holders of this Indenture, the Notes or on an equal and pro rata basis. Any release by the Obligations holders of the Company hereunder or thereunder, that: (aNotes under this Section 2.2(e) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when duedeemed to have occurred concurrently with the release and discharge under the Material Credit Facilities. Further, subject any reinstatement of an Affiliate Guaranty or Lien pursuant to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance comply with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly Sections 9.7 and severally obligated to pay the same immediately9.8 hereof. The Guarantors hereby agree that their obligations hereunder Reporting Entity shall be unconditional, irrespective of promptly notify the validity, regularity or enforceability holders of the Notes or this Indenture, the absence of any action release of an Affiliate Guaranty pursuant to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery this Section 2.2(e) and shall deliver evidence of any judgment against the Company release or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment guaranty or Lien in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guaranteescustomary form.

Guarantees. Subject to the limitations set forth in Section 11.04provisions of this Article 12, the Guarantors herebyeach Guarantor, jointly and severally, hereby irrevocably and unconditionally Guarantee guarantees (each a "Guarantee"), on a senior basis, to each Holder of Notes a Note authenticated and delivered by the Trustee and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: that (a) the principal of, premium, if any, and interest and Additional Interest, if any, on the Notes shall be promptly duly and punctually paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise, and interest on the overdue principal of principal, and interest on premium, if any, and (to the extent permitted by law) interest on any interest, if lawfulany, on the Notes and all other obligations Obligations of the Company to the Holders or the Trustee hereunder or thereunder under the Notes or under the Collateral Documents (including fees, expenses or other Obligations) shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by accelerationacceleration or otherwise (collectively, redemption, required purchase the "Guarantee Obligations"). Failing payment when due of any Guarantee Obligation or repurchase or otherwise. In the event failing performance of any other Obligation of the Company fails to make payment when duethe Holders, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors each Guarantor shall be jointly and severally obligated to pay pay, or to perform or to cause the performance of, the same immediately. The Guarantors An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Trustee or the Holders to accelerate the Guarantee Obligations of each Guarantor hereunder in the same manner and to the same extent as the Company Obligations. Each Guarantor hereby agree agrees that their obligations its Guarantee Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery entry of any judgment against the Company or any GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, and relinquishes (a) any right to require the Trustee, the Holders or the Company (each, a "Benefited Party") to proceed against the Company, the Subsidiaries 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 first 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 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 Guarantors, the Company, the Subsidiaries, any Benefited Party, any creditor of the Guarantors, the Company or another Guarantorthe Subsidiaries 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, protest, notice including but not limited to an election to proceed against the Guarantors 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 instituted under the Bankruptcy Law of the application of Section 1111(b)(2) of the Bankruptcy Code; and all demands whatsoever and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantors hereby covenant that the Notes Guarantees shall not be discharged except by complete performance payment in full of all Guarantee Obligations, including the obligations contained principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture, the Collateral Documents or as provided in the Indenture DocumentsSection 8.01. If any Holder or the Trustee is required by any court or otherwise to return to either the Company or any of the Guarantors, or any Custodian trustee or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either by the Company or the Guarantors to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor of the Guarantors agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed Guarantee Obligations hereby until payment in full of all obligations Guaranteed herebysuch Obligations. Each Guarantor further agrees that, as between the Guarantorsit, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 7 6 hereof for the purposes of the Notes Guaranteeshereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby Guarantee Obligations, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 76 hereof, such obligations Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors such Guarantor for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes GuaranteesGuarantee.

Guarantees. Subject to the limitations set forth in Section 11.04, the Guarantors (a) Each Guarantor hereby, jointly and severally, fully, absolutely, unconditionally Guarantee and irrevocably guarantees, to each Holder holder of Notes a Debt Security, and to the Indenture Trustee in its individual capacity and their respective successors and assigns, irrespective on behalf of the validity and enforceability of this Indentureeach Debtholder, the Notes punctual payment and performance when due of all Indenture Obligations which, for purposes of its Guarantee, shall also be deemed to include all commissions, fees, charges, costs and other expenses (including reasonable legal fees and disbursements of counsel) arising out of or incurred by the Indenture Trustee or the Obligations Debtholders in connection with the enforcement of any Guarantee and agrees to indemnify and hold harmless each Debtholder and the Company hereunder Indenture Trustee from all losses, damages, costs, expenses and liabilities suffered or thereunder, that: (a) incurred by the principal of, premium, if any, Debtholders and interest on the Notes shall be promptly paid in full when due, subject Indenture Trustee resulting or arising from or relating to any applicable grace period, whether at Stated Maturity, failure by acceleration, redemption, required purchase or repurchase or otherwise, Baytex to unconditionally and interest on the overdue principal of and interest on premium, if any, and interest, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid irrevocably pay in full or performedfully perform the Indenture Obligations as and when due provided that the amount of such indemnification shall not exceed the amount of such Indenture Obligations as described in the preceding sentence. Without limiting the generality of the foregoing, each Guarantor's liability shall extend to all in accordance with amounts that constitute part of the terms hereof Indenture Obligations and thereof; and would be owed by Baytex to such Debtholder or the Indenture Trustee under the Debt Securities or this Indenture but for the fact that they are unenforceable, reduced, limited, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving Baytex. (b) in case Each Guarantor and, by its acceptance hereof, each Debtholder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any extension Bankruptcy Law, the Fraudulent Conveyances Act (Alberta) or other Canadian or United States federal, provincial or state law or the provisions of time its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Debtholders and each Guarantor hereby irrevocably agree that the obligations of payment such Guarantor under its Guarantee shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or renewal payments made by or on behalf of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby of such other Guarantor under its Guarantee or pursuant to paragraph (c) of this Section 13.2, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under any such federal, provincial or state law. (c) In order to provide for just and (y) equitable contribution among the Guarantors, the Guarantors agree, inter se, that in the event any payment or distribution is made by any Guarantor (a "Funding Guarantor") under its Guarantee, such Funding Guarantor shall be entitled to a contribution from each other Guarantor (if any) in a pro rata amount based on the Adjusted Net Assets of each Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred by the Funding Guarantor in discharging the Indenture Obligations of Baytex or any declaration of acceleration other Guarantor's obligations with respect to its Guarantee. "Adjusted Net Assets" of such obligations as provided in Article 7, such obligations Guarantor at any date shall mean the lesser of: (whether or not due and payablei) shall forthwith become due and payable the amount by which the Guarantors for the purpose fair value of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise property of such right does not impair Guarantor exceeds the rights total amount of liabilities, including, without limitation, contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), but excluding liabilities under the Guarantee of such Guarantor at such date; and (ii) the amount by which the present fair saleable value of the Trustee assets of such Guarantor at such date exceeds the amount that shall be required to pay the probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), excluding debt in respect of the Holders under the Notes GuaranteesGuarantee, as they become absolute and matured.

Guarantees. Subject to the limitations set forth in Except as otherwise contemplated by Section 11.041403 below, the Guarantors hereby, jointly and severally, Guarantor hereby unconditionally Guarantee guarantees to each Holder of Notes a Security authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and their respective successors and assigns, irrespective punctual payment of the validity principal of and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: (a) the principal of, premiumany premium and interest on and any Additional Amounts, if any, on such Security and interest on the Notes due and punctual payment of any sinking fund or analogous payments provided for pursuant to the terms of such Security, when and as the same shall be promptly paid in full when due, subject to any applicable grace periodbecome due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, required purchase or repurchase repayment at the option of the Holder or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenture, and any and all other amounts owed by the extension or renewalCompany to the Trustee under the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, subject the Guarantor hereby agrees to any applicable grace periodcause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity, Maturity or by declaration of acceleration, call for redemption, required purchase or repurchase repayment at the option of the Holder or otherwise. In , and as if such payment were made by the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediatelyCompany. The Guarantors Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes such Security or this Indenture, the absence of any action to enforce the same, any waiver or consent by any the Holder of such Security or by the Trustee with respect to any provisions hereof thereof or thereofof this Indenture, the recovery obtaining of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)guarantor. Each The Guarantor hereby waives the benefits of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company Company, protest or another Guarantor, protest, notice with respect to such Security or the indebtedness evidenced thereby or with respect to any sinking fund payment required pursuant to the terms of such Security and all demands whatsoever whatsoever, and covenant covenants that the Notes Guarantees shall will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in this guarantee. The Guarantor hereby agrees that, in the Indenture Documents. If event of a default in payment of principal (or premium, if any) or interest or Additional Amounts, if any, on such Security, or a default in any Holder sinking fund or analogous payment referred to therein, legal proceedings may be instituted by the Trustee is required on behalf of, or by, the Holder of such Security, on the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce the Guarantees without first proceeding against the Company. The Guarantor shall be subrogated to all rights of the Holders of the Securities of a particular series against the Company in respect of any amounts paid by any court or otherwise to return the Guarantor on account of such Security pursuant to the Company or any provisions of the GuarantorsGuarantees or this Indenture; provided, or any Custodian or other similar official acting in relation to either however, that the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, Guarantor shall be reinstated in full force and effect. Each Guarantor agrees that it shall -------- ------- not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to until the Holders in respect principal of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that(and premium, as between the Guarantorsif any) and interest and Additional Amounts, if any, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration all Securities of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors series issued hereunder shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guaranteesbeen paid in full.

Guarantees. (a) Subject to the limitations set forth in provisions of Section 11.046.1(b), the Guarantors hereby, jointly each Borrower hereby unconditionally and severally, unconditionally Guarantee to each Holder of Notes and irrevocably guarantees to the Trustee Administrative Agent, for the ratable benefit of the Lenders and their respective successors successors, indorsees, transferees and assigns, irrespective the prompt and complete payment by each other Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the validity and enforceability of Obligations owing by such other Borrower. (b) Anything in this IndentureArticle VI to the contrary notwithstanding, the Notes or maximum liability of each Borrower (other than a Borrower which is guaranteeing the Obligations of its Subsidiaries) under this Article VI shall in no event exceed the Company hereunder amount which can be guaranteed by such Borrowing Subsidiary under applicable federal and state laws relating to the insolvency of debtors. (c) Each Borrower agrees that the Obligations owing by any other Borrower may at any time and from time to time exceed the amount of the liability of such other Borrower under this Article VI without impairing the guarantee of such Borrower under this Article VI or thereunderaffecting the rights and remedies of the Administrative Agent or any Lender under this Article VI. (d) No payment or payments made by any Borrower or any other Person or received or collected by the Administrative Agent or any Lender from any Borrower or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, that: (a) at any time or from time to time, in reduction of or in payment of the principal of, premium, if any, and interest on the Notes Obligations shall be promptly deemed to modify, reduce, release or otherwise affect the liability of the Borrowers under this Article VI 51 56 which shall, notwithstanding any such payment or payments, continue until the Obligations are paid in full when dueand the Commitments are terminated. (e) Each Borrower agrees that whenever, subject at any time, or from time to time, it shall make any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, if lawful, and all other obligations of the Company payment to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Administrative Agent or any Lender on account of its liability under this Article VI, it will notify the Administrative Agent in writing that such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed is made under this Article VI for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guaranteespurpose.

Guarantees. Subject to the limitations set forth in Section 11.04this Article 10, each of the Guarantors hereby, jointly and severally, fully and unconditionally Guarantee guarantees, on an unsecured basis, to each Holder of Notes a Security authenticated and delivered by the Trustee and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the Obligations obligations of the Company hereunder or thereunder, that: : (a) the principal of, of and interest and premium, if any, and interest on the Notes Securities shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premiumthe Securities, if any, and interest, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder thereunder, including for expenses, indemnification or otherwise, shall be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, due of any amount so Guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediatelypromptly. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (c) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, any action to enforce the same or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of all of the amounts Guaranteedobligations of the Company hereunder and under the Securities). Each Guarantor hereby waives waives, to the fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another GuarantorCompany, protest, notice and all demands whatsoever and covenant covenants that the Notes Guarantees each Guarantee shall not be discharged except by complete performance full payment of the obligations contained in the Securities and this Indenture Documents. or by release in accordance with the provisions of this Indenture. (d) Each Guarantor also agrees to pay any and all reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.1. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Company Company, the Guarantors or any of the Guarantorscustodian, or any Custodian trustee, liquidator or other similar official acting in relation to either the Company or any of the Guarantors, Guarantors any amount paid either to such Holder or the Trustee or to such HolderTrustee, the Notes Guaranteesthen each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each . (f) Until terminated in accordance with Section 10.6 hereof, each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed guaranteed hereby until payment in full of all obligations Guaranteed guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed guaranteed hereby may be accelerated as provided in Article 7 Section 5.1 hereof for the purposes of the Notes Guaranteeseach Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7Section 5.1 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guaranteeseach Guarantee. The Guarantors shall have the right to seek contribution from any non-paying nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guarantees. (g) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a Receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been made. In the event that any payment or any part thereof is rescinded, reduced, restored or returned, the 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. (h) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (i) The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future senior indebtedness of such Guarantor, if any. (j) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without setoff, counterclaim, reduction or diminution of any kind or nature.

Guarantees. Subject to the limitations set forth in Section 11.04, Each of the Guarantors hereby, jointly and severally, unconditionally Guarantee guarantees, to each Holder of Notes and to the Trustee and their respective successors and assignsNoteholder, irrespective of the validity and enforceability of this IndentureAgreement, the Notes or the Obligations obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, of and premium and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase redemption or otherwise, and interest on the overdue principal of (and any premium) and interest on premiumthe Notes, if any, and interest, if lawful, and all other obligations of the Company to the Holders or the Trustee Noteholders hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, of any amount so Guaranteed guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder Noteholder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another GuarantorCompany, protest, notice and all demands whatsoever and covenant that the Notes Guarantees covenants that, subject to Section 13.04, this Guarantee shall not be discharged except by complete performance of the obligations contained in the Indenture DocumentsNotes and this Agreement. If any Holder or the Trustee Noteholder is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian Custodian, trustee, liquidator or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to by the Trustee Company or the Guarantor to such HolderNoteholder, the Notes Guaranteesthis Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effecteffect as to such amount only. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders Noteholders in respect of any obligations Guaranteed guaranteed hereby until payment in full of all obligations Guaranteed guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the TrusteeNoteholders, on the other hand, (xa) the maturity Maturity of the obligations Guaranteed guaranteed hereby may be accelerated as provided in Article 7 Section 11 for the purposes of the Notes Guaranteesthis Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed guaranteed hereby and (yb) in the event of any declaration of acceleration of such obligations as provided in Article 7Section 11, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guaranteesthis Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders Noteholders under the Notes Guarantees.

Guarantees. Subject to the limitations set forth in Section 11.04, the Guarantors hereby, jointly and severally, unconditionally Guarantee to each Holder of Notes and to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: (a) Vale hereby absolutely, unconditionally and irrevocably guarantees in favour of the principal of, premium, if any, Purchaser the payment of all monetary liabilities and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, if lawful, and all other obligations of the Company Seller under this Agreement including any damages or Losses owing by the Seller pursuant to this Agreement on account of a breach by the Seller of any of its representations or warranties given under this Agreement or pursuant to a certificate delivered pursuant hereto or a breach by Seller of its covenants or other obligations under this Agreement (collectively, the “Vale Guaranteed Obligations”). Vale agrees that all amounts owing by Vale under this Section 11.1(a) shall be payable by Vale to the Holders Purchaser promptly after receipt of written demand from the Purchaser (a “Payment Demand”) following the occurrence of a Vale Entity Event of Default that is continuing. Vale shall not be required to make any such payments hereunder in respect of any amount owed by the Seller to the Purchaser pursuant to Section 2.5 which has been validly asserted and set off pursuant to Section 15.4. (b) The Project Owner hereby absolutely, unconditionally and irrevocably guarantees in favour of the Purchaser the prompt and complete payment, observance and performance of all liabilities and obligations of the Seller under this Agreement including any damages or Losses owing by the Trustee hereunder Seller pursuant to this Agreement on account of a breach by the Seller of any of its representations or thereunder warranties given under this Agreement or pursuant to a certificate delivered pursuant hereto or a breach by Seller of its covenants or other obligations under this Agreement (collectively, the “Project Owner Guaranteed Obligations”). The Project Owner shall be promptly paid upon demand by the Purchaser observe, pay and perform such Project Owner Guaranteed Obligations upon the default or non-performance thereof by the Seller pursuant to the provisions of this Agreement. (c) The foregoing agreements of the Guarantors are absolute, unconditional, present and continuing and are in full no way conditional or performedcontingent upon any event, all circumstance, action or omission which might in any way discharge a guarantor or surety in whole or in part. (d) Each Payment Demand shall identify the relevant breach by the Seller of its obligations under this Agreement; provided that failure by the Purchaser to provide such information shall not relieve Vale of its obligation to pay in accordance with Section 11.1(a). (e) For greater certainty, the terms hereof and thereof; and (bguarantee described in Section 11.1(a) in case of any extension of time is a guarantee of payment only, and not of performance. Nothing contained in this Article 11 shall oblige Vale to perform, or renewal refrain from performing, or to procure the performance or non-performance of any Notes the Guaranteed Obligations or any part thereof save for the payment of such other obligations, that money in respect of the same shall be promptly paid in full when due or performed breach of the Guaranteed Obligations in accordance with the terms of Section 11.1(a). Nothing contained in this Article 11 shall oblige Vale to carry out, discharge or perform, or procure the extension carrying-out, discharging or performance of, any other obligations of the Seller or the Project Owner to the Purchaser. (f) Each Guarantor, as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under Section 11.1(a) or 11.1(b), as applicable, agrees to indemnify and keep indemnified the Purchaser in full from and against all and any Losses suffered or incurred by the Purchaser arising out of, or in connection with: (i) any failure of the Seller to perform or discharge the Guaranteed Obligations; or (ii) total or partial unenforceability of any Guaranteed Obligation by reason of illegality, incapacity, lack or exceeding of powers, ineffectiveness of execution or otherwise (a “Lack of Enforceability”), and each Guarantor agrees that all indemnified amounts owing by such Guarantor under this Section 11.1(f) shall be payable by such Guarantor to the Purchaser promptly upon demand by the Purchaser. (g) The obligations of the Guarantors under this Section 11.1 are continuing, unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged, limited or otherwise affected by (and each of the Guarantors hereby consents to 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; (ii) any modification or amendment of or supplement to the Guaranteed Obligations, including any increase or decrease in the amounts payable thereunder including any amendment to this Agreement (other than this Section 11.1) for which the Guarantors’ consent was not obtained; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations; (iv) any Insolvency Event affecting the Seller, any Guarantor or any other Person or their property; (v) any Change of Control of the Seller, any Guarantor or any other Person, or any Transfer of all of or any part of the Seller, the Project Owner or Vale’s interest in this Agreement or in any Guaranteed Obligations; (vi) subject to the right of the Guarantors under the proviso immediately following Section 11.1(g)(xxii),the existence of any applicable grace periodclaim, whether set off or other rights which the Guarantors may have at Stated Maturityany time against the Seller, the Purchaser or any other Person; (vii) any invalidity, illegality or unenforceability relating to or against the Seller or any Guarantor or any provision of Applicable Law or regulation purporting to prohibit the payment by acceleration, redemption, required purchase the Seller or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, Guarantor of any amount so in respect of the Guaranteed Obligations; (viii) any limitation, postponement, prohibition, subordination or other restriction on the rights of the Purchaser to payment of the Guaranteed Obligations; (ix) any Transfer by the Project Owner of its right, title or interest in and to any of the Project Assets, or any performance so other action taken or not taken by the Project Owner; (x) any release, substitution or addition of any co-signer, endorser or other guarantor of the Guaranteed Obligations except to the extent that this Agreement expressly provides for whatever reason, a release or replacement of the Guarantors shall be jointly and severally obligated to pay from the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective Guaranteed Obligations in such circumstances; (xi) any defence arising by reason of any failure of the validityPurchaser to make any presentment, regularity demand for performance, notice of non-performance, protest or enforceability any other notice, including notice of acceptance of this Agreement, partial payment or non-payment of any Guaranteed Obligations or the existence, creation or incurring of new or additional Guaranteed Obligations; (xii) any defence arising by reason of any failure of the Notes Purchaser to proceed against the Seller, any Guarantor or this Indentureany other Person, to apply or exhaust any security held from the absence Seller, any Guarantor or any other Person for the Guaranteed Obligations, or to pursue any other remedy of the Purchaser whatsoever; (xiii) any Applicable Law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation; (xiv) any defence arising by reason of any action to enforce incapacity, lack of authority, or other defence of the sameSeller, any waiver Guarantor or consent any other Person, or by reason of any limitation, postponement, prohibition on the Purchaser’s right to payment of any Guaranteed Obligations, or by reason of the cessation from any cause whatsoever of the liability of the Seller, any Guarantor or any other Person in respect of any Guaranteed Obligations, or by reason of any act or omission of the Purchaser or others which directly or indirectly results in the discharge or release of the Seller, any Guarantor or any other Person or all or any part of the Guaranteed Obligations, or any security or guarantee therefor, whether by contract, operation of Applicable Law or otherwise; (xv) any defence arising by reason of any failure by the Purchaser to obtain, perfect or maintain a perfected or prior (or any) security interest in or lien or encumbrance upon any property of the Seller, any Guarantor or any other Person, or by reason of any interest of the Purchaser in any property, whether as supplier thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Purchaser of any right to recourse or collateral; (xvi) any defence arising by reason of the failure of the Purchaser to marshal any property; (xvii) any defence based upon any failure of the Purchaser to give to the Seller, any Guarantor or any other Person notice of any sale or other disposition of any property securing any Guaranteed Obligations or any guarantee thereof, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of the Purchaser to comply with any Applicable Law in enforcing any security interest in or lien upon any such property, including any failure by the Purchaser to dispose of any such property in a commercially reasonable manner; (xviii) any dealing whatsoever with the Seller, any Guarantor or any other Person or any security, whether negligently or not, or any failure of the Purchaser to take any action; (xix) any Transfer by the Seller or Purchaser of this Agreement or any Guaranteed Obligations, in whole or in part; (xx) any consolidation, amalgamation with, merger with or into, Transfer of assets (whether all or partial), continuance, reorganization, reincorporation, reconstitution as another entity, by or in respect of the Seller or any other similar matter undertaken by Seller; (xxi) 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, any Guarantor or any other Person, including any discharge of, or bar against collecting, any Guaranteed Obligations, in or as a result of any such proceeding; or (xxii) any other act or omission to act or delay of any kind by any Holder with respect to any provisions hereof or thereofthe Seller, the recovery of any judgment against the Company or any Guarantor, the Purchaser, or any action to enforce the same other Person or any other circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise might, but for the provisions of this paragraph, constitute a legal or equitable discharge discharge, limitation or defense reduction of a guarantor the obligations of any Guarantor hereunder (other than the payment in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed hereby until payment in full of all obligations of the Guaranteed hereby. Each Guarantor further agrees Obligations), provided that, as between notwithstanding anything to the contrary herein, each Guarantor expressly reserves the right to assert any counterclaim or setoff which the Seller is or would have been entitled to assert (other than defenses in respect of Lack of Enforceability). (h) Without limiting the generality of the foregoing and without releasing, discharging, limiting or otherwise affecting in whole or in part any Guarantor's liability hereunder, without obtaining the consent of or giving notice to any Guarantor, the Purchaser may: (i) grant time, renewals, extensions, indulgences, releases and discharges to the Seller; (ii) take or abstain from taking or enforcing securities or collateral from the Seller or from perfecting securities or collateral of the Seller; and (iii) accept compromises from the Seller. (i) The provisions of this Section 11.1 apply (and the waivers set out herein will be effective) even if the effect of any action (or failure to take action) by the Purchaser is to destroy or diminish any subrogation rights of any Guarantor or any rights of any Guarantor to proceed against the Seller or any other Person for reimbursement or to recover any contribution from any other guarantor or any other right or remedy of the Guarantors. (j) The Purchaser shall not be bound to exhaust its recourse against the Seller, any Guarantor or any other Persons or to realize on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby any security it may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration hold in respect of the Guaranteed Obligations before being entitled to payment or performance from the Guarantors under this Section 11.1 and each of the Guarantors hereby renounces all benefits of discussion and division. (k) In the event of a breach of any of the Guaranteed Obligations, the Purchaser is entitled to make claim and to pursue its remedies in respect thereof against any one or any combination of the Seller and Guarantors as described in Section 11.1(a), provided that in no event shall the obligations of the Guarantors under this Section 11.1 be interpreted to allow the Purchaser to recover more from the Guarantors, the Seller or any combination of the payments from such parties, than it could have recovered from the Seller in respect of such breach (or would have been recoverable in the absence of any Lack of Enforceability or any Insolvency Event applicable to the Seller), net of any set-off that would be permitted in accordance with Section 15.4 in respect of such breach. (l) This Section 11.1 shall continue and apply to any ultimate unpaid or unperformed balance of the Guaranteed Obligations and shall be reinstated if at any time payment or performance of any of the Guaranteed Obligations is rescinded or must otherwise be returned or reversed by the Purchaser upon the occurrence of an Insolvency Event applicable to the Seller or any Guarantor or for any other reason whatsoever, all as though such payment or performance had not been made. (m) In the event that the Purchaser shall receive any payments or performance on account of the Guaranteed Obligations from the Guarantors, the realization of any security or otherwise, the Guarantors shall have no right to make any claims for repayment or contribution or to exercise any rights of subrogation against any Vale Entity, and all such rights are hereby expressly waived, until the Guaranteed Obligations have been fully and completely paid, performed or otherwise satisfied. (yn) In the event of an Insolvency Event applicable to the Seller or any Guarantor or in the event that the Seller or Guarantor shall make a bulk sale of any declaration of acceleration its assets within the bulk transfer provisions of such obligations as provided in Article 7any applicable legislation or any composition with creditors or scheme of arrangement, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors Purchaser shall have the right to seek contribution from rank in priority to the Guarantors for its claim in respect of the Guaranteed Obligations and to receive all dividends or other payments in respect thereof until the Guaranteed Obligations have been fully and completely paid, performed or otherwise satisfied, all without prejudice to its claim against the Guarantors who shall continue to be liable for any non-paying remaining unpaid or unperformed balance of the Guaranteed Obligations. (o) Each guarantee in this Article 11 is a continuing guarantee which shall remain in full force and effect notwithstanding any intermediate or partial satisfaction or performance of the Guaranteed Obligations by the Seller, any Guarantor so long as or any other Person. (p) The liability of each Guarantor under this Article 11 shall not be reduced, discharged or otherwise adversely affected by any act, omission, matter or thing which would have discharged or affected the exercise liability of such Guarantor had it been a principal obligor instead of a guarantor, or indemnifier, or by anything done or omitted by any Person which, but for this provision, might operate or exonerate or discharge such Guarantor or otherwise reduce or extinguish its liability under this Article 11; except to the extent such matters reduce the Guaranteed Obligations as against the Seller. (q) Each Guarantor waives any right does it may have to require the Purchaser (or any trustee or agent on its behalf) to proceed against or enforce any other right or claim for payment against the Seller before claiming from such Guarantor under this Article 11. (r) Each guarantee in this Article 11 is in addition to and shall not impair affect nor be affected by or merge with any other judgment, security, right or remedy obtained or held by the rights Purchaser from time to time in respect of the Trustee or discharge and performance of the Holders under Guaranteed Obligations by the Notes GuaranteesSeller. (s) Without prejudice to the sequence and time periods for making demands, the Guarantors expressly wai

Guarantees. Subject Article 15 of the Indenture shall apply to the limitations Notes. In addition, from and after the Issue Date, the Issuer or the General Partner, as applicable, shall cause any Subsidiary of the Issuer or the General Partner that guarantees payment of more than $35,000,000 of the Issuer’s indebtedness for money borrowed or more than $35,000,000 of the indebtedness for money borrowed of the Issuer’s or the General Partner’s other Subsidiaries to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary shall guarantee payment of the Notes, whereupon such Subsidiary shall become a Guarantor for all purposes under the Indenture. The Issuer or the General Partner, as applicable, shall cause each Subsidiary that is required to become a Guarantor pursuant to the immediately preceding sentence to promptly execute and deliver to the Trustee a supplemental indenture substantially in the form set forth in Section 11.04Exhibit B to this Supplemental Indenture, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing its Guarantee on substantially the terms set forth in Article 15 of the Indenture. Concurrently therewith, the Guarantors herebyIssuer or the General Partner, jointly and severallyas applicable, unconditionally Guarantee to each Holder of Notes and shall deliver to the Trustee an Opinion of Counsel in form and their respective successors substance reasonably satisfactory to the Trustee to the effect that such supplemental indenture has been duly authorized, executed and assigns, irrespective of the validity delivered by such Subsidiary and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace periodbankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting creditors’ rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at Stated Maturitylaw or at equity, by accelerationsuch supplemental indenture is a valid and binding agreement of such subsidiary, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all enforceable against such subsidiary in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guaranteesits terms.

Guarantees. Subject (a) For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Guarantors, together with each Subsidiary of the Company which in accordance with Section 11.08 is required in the future to guarantee the Obligations of the Company and the Guarantors under the Securities, the Guarantees and this Indenture upon execution of a supplemental indenture, hereby jointly and severally and irrevocably and unconditionally guarantees to the limitations set forth in Section 11.04, the Guarantors hereby, jointly Trustee and severally, unconditionally Guarantee to each Holder of Notes a Security authenticated and to delivered by the Trustee and their respective successors and assigns, irrespective of the validity and or enforceability of this Indenture, Indenture or the Notes Securities or the Obligations of the Company hereunder or thereunderand the Guarantors under this Indenture, that: (ai) the principal of, premium, if any, and interest any interest, on the Notes shall Securities (including, without limitation, any interest that accrues after the filing of a proceeding of the type described in Sections 6.01(g) and (h)) and any fees, expenses and other amounts owing under this Indenture will be promptly duly and punctually paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, call for redemption, required upon a Change of Control Offer, Asset Sale Offer, purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium(to the extent permitted by law) interest, if any, on the Securities and interest, if lawfulany other amounts due in respect of the Securities, and all other obligations Obligations of the Company and the Guarantors to the Holders of the Securities under this Indenture and the Securities, whether now or the Trustee hereunder or thereunder shall hereafter existing, will be promptly paid in full or performed, all strictly in accordance with the terms hereof and thereofof the Securities; and (bii) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligationsObligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, call for redemption, required upon Change of Control Offer, Asset Sale Offer, purchase or repurchase or otherwise. In the event the Company fails to make If payment is not made when due, subject to any applicable grace period, due of any amount so Guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Guarantors each Guarantor shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (individually whether or not due and payable) shall forthwith such failure to pay has become due and payable by the Guarantors for the purpose an Event of the Notes Guarantees. The Guarantors shall have the right Default which could cause acceleration pursuant to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guarantees.Section

Guarantees. Subject to the limitations set forth in Section 11.04this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally Guarantee guarantees to each Holder of Notes a Security and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the Obligations obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall Securities will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase redemption or otherwise, and interest on the overdue principal of and interest on premium, if any, and intereston the Securities, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in the case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, due of any amount so Guaranteed guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any 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 judgment against the Company or any GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another GuarantorCompany, protest, notice and all demands whatsoever and covenant that the Notes Guarantees this Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities and this Indenture Documentsor pursuant to Section 10.04. If any Holder or the Trustee is required by any court or otherwise to return to the Company Company, the Guarantors or any of the Guarantorscustodian, or any Custodian trustee, liquidator or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid by either to the Trustee or to such Holder, the Notes Guaranteesthis Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed guaranteed hereby until payment in full of all obligations Guaranteed guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed guaranteed hereby may be accelerated as provided in Article 7 6 for the purposes of the Notes Guaranteesthis Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 76, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guaranteesthis Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes GuaranteesGuarantee.

Guarantees. Subject to the limitations set forth in Section 11.04this Article 11, each of the Guarantors hereby, jointly and severally, fully and unconditionally Guarantee guarantees, on a senior unsecured basis, to each Holder of Notes a Note authenticated and delivered by the Trustee and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or held thereby and the Obligations of the Company Issuers hereunder or and thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase upon repurchase or repurchase redemption or otherwise, and interest on the overdue principal of of, premium, if any (to the extent permitted by law) and interest on premium, if any, and interest, if lawfulthe Notes, and all other obligations payment Obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder shall will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase upon repurchase or repurchase redemption or otherwise. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, so due of any amount so Guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantoran Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Companyan Issuer, any right to require a proceeding first against the Company or another Guarantoran Issuer, protest, notice and all demands whatsoever and covenant covenants that the Notes Guarantees shall its Guarantee will not be discharged except by complete performance of the obligations Obligations contained in the Indenture DocumentsNotes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of an Issuer, the Guarantors, or any Custodian Custodian, Trustee or other similar official acting in relation to either the Company or any of the Issuers or the Guarantors, any amount paid either by an Issuer or any Guarantor to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (xa) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 7 hereof for the purposes of the Notes Guaranteesits Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby Obligations guaranteed thereby, and (yb) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 77 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors Guarantor for the purpose of the Notes Guaranteesits Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guarantees.

Guarantees. (a) Subject to the limitations set forth in Section 11.04this Article 13, each of the Guarantors hereby, jointly and severally, fully and unconditionally Guarantee guarantee to each Holder of Notes a Note authenticated and delivered by the Trustee and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or held thereby and the Obligations obligations of the Company hereunder or and thereunder, that: (ai) the principal of, premium, if any, of and interest on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitythe Maturity Date, by acceleration, upon redemption, required purchase or repurchase upon prepayment or otherwise, and interest on the overdue principal of and (to the extent permitted by law) interest on premium, if anythe Notes, and interest, if lawfulthe Settlement Amounts upon exchange will be promptly paid and/or delivered in full when due upon exchange, and all other payment obligations of the Company to the Holders or the Trustee hereunder or thereunder shall will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitythe Maturity Date, by acceleration, upon redemption, required purchase or repurchase upon prepayment or otherwise. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, so due of any amount so Guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Guarantors shall be will be, jointly and severally severally, obligated to pay the same immediately. An Event of Default with respect to the Notes under this Indenture shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. (b) The Guarantors hereby agree that their respective obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another GuarantorCompany, protest, notice and all demands whatsoever and covenant covenants that the Notes Guarantees shall its Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture Documents. Notes and this Indenture, or pursuant to Section 13.03. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 13.01. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of Company, the Guarantors, or any Custodian Custodian, Trustee or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either by the Company or any Guarantor to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. . (e) Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (xa) the maturity of the obligations Guaranteed guaranteed hereby may be accelerated as provided in Article 7 6 of this Indenture for the purposes of the Notes Guaranteesits Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby guaranteed thereby, and (yb) in the event of any declaration of acceleration of such obligations as provided in Article 76 of this Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors such Guarantor for the purpose of the Notes Guaranteesits Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature (provided that Additional Amounts payable pursuant to Section 4.07 shall remain payable). (i) For the avoidance of doubt, the Guarantees with respect to a Note are not convertible and shall automatically terminate when such Note is exchanged in accordance with this Indenture.

Guarantees. Subject to the limitations set forth in Section 11.04provisions of this Article 10, each of the Guarantors hereby, jointly and severally, fully and unconditionally Guarantee guarantees to each Holder of Notes a Note authenticated and delivered by the Trustee and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the other Obligations of the Company Issuers hereunder or thereunder, that: (a) the principal of, premiumpremium and interest (including Additional Interest, if any, and interest ) on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, redemption, required purchase or repurchase redemption or otherwise, and interest on the overdue principal of of, premium and interest (including Additional Interest, if any) on premiumthe Notes, if any, and interest, if to the extent lawful, and all other obligations Obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, so due of any amount so Guaranteed guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors Each Guarantor hereby agree agrees that their to the fullest extent permitted by applicable law, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereofof this Indenture and the Notes, the recovery of any judgment against the Company or any GuarantorIssuers, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than Guarantor. To the payment in full of the amounts Guaranteed). Each fullest extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the Company or another GuarantorIssuers, protest, notice and all demands whatsoever and covenant covenants that the Notes Guarantees its Guarantee shall not be discharged except by complete performance of the obligations contained in the Indenture DocumentsNotes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuers or any of the Guarantors, or any Custodian custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or any of the Guarantors, any amount paid either by any of them to the Trustee or to such Holder, the Notes these Guarantees, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed Obligations guaranteed hereby until payment in full of all obligations Guaranteed Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 7 6 hereof for the purposes of the Notes these Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 76 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes these Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under these Guarantees. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against an Issuer for liquidation, reorganization, should such Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, if any. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. Notwithstanding anything to the contrary, any direct or indirect parent company of the Company may guarantee the Notes and become a Guarantor hereunder.

Guarantees. (a) Subject to the limitations set forth in Section 11.04this Article Four, each of the Guarantors hereby, jointly and severally, unconditionally Guarantee guarantees (each, a “Guarantee”) to each Holder of Notes a Note authenticated and delivered by the Trustee and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations obligations of the Company hereunder or thereunder, that: : (a1) the principal of, premium, if any, on, and interest on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase redemption or otherwise, and interest on the overdue principal of and interest on premiumof, premium on, if any, and interestinterest on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, due of any amount so Guaranteed guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another GuarantorCompany, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall this Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture Documents. Notes and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company Company, the Guarantors or any of the Guarantorscustodian, or any Custodian trustee, liquidator or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid by either to the Trustee or to such Holder, the Notes Guaranteesthis Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed guaranteed hereby until payment in full of all obligations Guaranteed guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations Guaranteed guaranteed hereby may be accelerated as provided in Article 7 Section 6.2 of the Base Indenture for the purposes of the Notes Guaranteesthis Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article 7Section 6.2 of the Base Indenture, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of the Notes Guaranteesthis Guarantee. The Guarantors shall 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 Trustee or the Holders under the Notes GuaranteesGuarantee.

Guarantees. (a) Subject to the limitations set forth in Section 11.04this Article 13, each of the Guarantors hereby, as a primary obligor and not merely as surety, jointly and severally, unconditionally Guarantee guarantees to each Holder of Notes a Note authenticated and delivered by the Trustee and to the Trustee Trustee, the Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations obligations of the Company hereunder or thereunder, that: : (ai) the principal of, premium, if any, and interest on on, the Notes shall and such other Note Obligations will be promptly paid in full in cash when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase redemption or otherwise, and interest on the overdue principal of and interest on premiumthe Notes, if any, and interest, if lawful, and all other obligations of the Company to the Holders Holders, the Trustee or the Trustee Collateral Agent hereunder or thereunder shall will be promptly paid in full in cash or performed, all in accordance with the terms hereof and thereof; and , and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsobligations (including Note Obligations), that the same shall will be promptly paid in full in cash when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, due of any amount so Guaranteed guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any amendment, waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any other Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)Guarantor. Each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand of payment, filing of claims with a court in the event of insolvency or bankruptcy notice hereunder including any of the Companyfollowing: (i) any demand for payment or performance and protest and notice of protest; (ii) any notice of acceptance; (iii) any presentment, demand, protest or further notice or other requirements of any kind with respect to any Note Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable; and (iv) any other notice in respect of any Note Obligation or any part thereof, and any defense arising by reason of any disability or other defense of the Company or any Guarantor. No obligation of any Guarantor hereunder shall be discharged other than by complete performance. Each Guarantor further waives any right such Guarantor may have under any applicable requirement of law to require a proceeding the Trustee, the Collateral Agent or any Holder to seek recourse first against the Company or another Guarantorany other Person, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance or to realize upon any Collateral for any of the Note Obligations, as a condition precedent to enforcing such Guarantor’s liability and obligations contained in the Indenture Documents. under this Article 13. (c) If any Holder Holder, the Trustee or the Trustee Collateral Agent is required by any court or otherwise to return to any amount paid by the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either Guarantor to the Trustee Trustee, the Collateral Agent or to such Holder, the Notes Guaranteesthis Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor further unconditionally and irrevocably agrees that it shall not be entitled to (x) enforce or otherwise exercise any right of subrogation in relation or any right of reimbursement or contribution or similar right against the Company or any Guarantor by reason of any Note Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may have against the Company or any other Guarantor or set off any of its obligations to the Holders Company or any other Guarantor against obligations of such Guarantor to the Company or such other Guarantor. in respect of any obligations Guaranteed hereby each case, until payment in full in cash of all obligations Guaranteed (including the Note Obligations) guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders Holders, the Trustee and the TrusteeCollateral Agent, on the other hand, (x1) the maturity of the obligations Guaranteed guaranteed hereby may be accelerated as provided in Article 7 Section 6.02 for the purposes of the Notes Guaranteesthis Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article 76, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. (e) Without limiting the joint and several obligations of the Guarantors to the Trustee, Collateral Agent and Holders, all Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Indenture. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under its Guarantee of the Notes Guaranteessuch that its Aggregate Payments exceed its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor, to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors, multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under its guarantee of the Notes in respect of the obligations guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under its guarantee of the Notes that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable applicable provisions of state or other applicable law, provided that solely for purposes of calculating the Fair Share Contribution Amount with respect to any Contributing Guarantor for purposes of this Section 13.01, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of its guarantee of the Notes (including in respect of this Section 13.01), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 13.01. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. Each Guarantor is a third-party beneficiary to the contribution agreement set forth in this Section 13.01. Notwithstanding anything to the contrary, the Guarantors shall not have the right to seek contribution from the Company and any non-paying Guarantor so long as the exercise until payment in full in cash of such right does not impair the rights of the Trustee or the Holders under the Notes Guaranteesall Note Obligations.

Guarantees. (a) Subject to the limitations set forth in Section 11.04provisions of this Article 12, the Guarantors herebyeach Guarantor, jointly and severally, hereby irrevocably and unconditionally Guarantee guarantees to each Holder of Notes Securities and to the Trustee and their respective successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: Holders (ai) the due and punctual payment of principal of, premium, if any, and interest in full on each Security when and as the same shall become due and payable whether at Stated Maturity, by declaration of acceleration or otherwise, (ii) the due and punctual payment of interest on the Notes shall be promptly paid overdue principal of, premium, if any, and interest in full on the Securities, to the extent permitted by law, and (iii) the due and punctual performance of all other Obligations of the Company and the other Guarantors to the Holders or the Trustee, including without limitation the payment of fees, expenses, indemnification or other amounts, all in accordance with the terms of the Securities and this Indenture. In case of the failure of the Company punctually to make any such principal or interest payment or the failure of the Company or any other Guarantor to perform any such other Obligation, each Guarantor hereby agrees to cause any such payment to be made punctually when due, subject to any applicable grace periodand as the same shall become due and payable, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase declaration of acceleration or otherwise, and interest on as if such payment were made by the overdue principal of Company and interest on premium, if any, and interest, if lawful, and all to perform any such other obligations Obligation of the Company immediately. Each Guarantor hereby further agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof enforcing any rights under these Guarantees. The Guarantees under this Article 12 are guarantees of payment and thereof; and not of collection. (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms Each of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, and the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the CompanyCompany or any other Guarantor, any right to require a proceeding first against the Company or another any other Guarantor, protest, protest or notice with respect to the Securities or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that the Notes these Guarantees shall will not be discharged except by complete performance of the obligations Obligations contained in the Indenture Documents. If Securities and in this Indenture, or as otherwise specifically provided therein and herein. (c) Each Guarantor hereby waives and relinquishes: (i) any Holder right to require the Trustee, the Holders or the Trustee is required by any court or otherwise Company (each, a "Benefited Party") to return to proceed against the Company, the Subsidiaries of the Company 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 Guarantors; (ii) 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; (iii) 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 Guarantors, or the Company, the Subsidiaries of the Company, any Custodian or other similar official acting in relation to either the Company or Benefited Party, any creditor of the Guarantors, any amount paid either to the Trustee Company or to such Holder, the Notes Guarantees, to Subsidiaries of the extent theretofore discharged, 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 Company or on the Holders in respect part of any other Person whomsoever in connection with any obligations Guaranteed the performance of which are hereby until payment guaranteed; (iv) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantors for reimbursement; (v) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in full amount nor in other respects more burdensome than that of all obligations Guaranteed hereby. the principal; (vi) 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 Law; and (vii) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Law. (d) Each Guarantor further agrees that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (xi) for purposes of the relevant Guarantee, the maturity of the obligations Obligations Guaranteed hereby by such Guarantee may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees5, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby Obligations guaranteed thereby, and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations Obligations (whether or not due and payable) such Obligations shall forthwith become due and payable by such Guarantor for purposes of such Guarantee. (e) The Guarantees shall continue to be effective or shall be reinstated, as the Guarantors for the purpose case may be, if at any time any payment, or any part thereof, of principal of, premium, if any, or interest on any of the Notes Guarantees. The Guarantors Securities is rescinded or must otherwise be returned by the Holders or the Trustee upon the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, all as though such payment had not been made. (f) Each Guarantor shall have the right be subrogated to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the all rights of the Trustee Holders against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of the Guarantees or this Indenture; provided, however, that a Guarantor shall not be entitled to enforce or to receive any payments until the Holders under the Notes Guaranteesprincipal of, premium, if any, and interest on all Securities issued hereunder shall have been paid in full.

Guarantees. Subject to the limitations set forth in Section 11.04provisions of this Article 11, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally Guarantee guarantees to each Holder of Notes a Note authenticated and delivered by the Trustee and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company Issuers hereunder or thereunder, that: (a) the principal of, premium, interest and Liquidated Damages, if any, and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, redemption, required purchase or repurchase redemption or otherwise, and interest on the overdue principal of of, premium, interest and interest on premiumLiquidated Damages, if any, and intereston the Notes, if any, if lawful, and all other obligations Obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, due of any amount so Guaranteed guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. The Subsidiary Guarantors hereby agree that to the fullest extent permitted by applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereofof this Indenture and the Notes, the recovery of any judgment against the Company or any GuarantorIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than Subsidiary Guarantor. To the payment in full of the amounts Guaranteed). Each fullest extent permitted by applicable law, each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the Company or another GuarantorIssuers, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture DocumentsNotes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuers or any of the Subsidiary Guarantors, or any Custodian custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or any of the Subsidiary Guarantors, any amount paid by either to the Trustee or to such Holder, the Notes these Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed Obligations guaranteed hereby until payment in full of all obligations Guaranteed Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 7 6 hereof for the purposes of the Notes these Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby Obligations guaranteed hereby, and (y) in the event 101 of any declaration of acceleration of such obligations Obligations as provided in Article 76 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of the Notes these Guarantees. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes these Guarantees.

Guarantees. Subject to this Article X, each of the limitations set forth in Section 11.04, the Subsidiary Guarantors hereby, jointly and severally, unconditionally Guarantee guarantees to each Holder of Notes a Note and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase redemption or otherwise, and interest on the overdue principal of and interest on of, premium, if any, and interestinterest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, due of any amount so Guaranteed guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another GuarantorCompany, protest, notice and all demands whatsoever and covenant that the Notes Guarantees this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture Documentsor pursuant to Section 10.04. If any Holder or the Trustee is required by any court or otherwise to return to the Company Company, the Subsidiary Guarantors or any of the Guarantorscustodian, or any Custodian trustee, liquidator or other similar official acting in relation to either the Company or any of the Subsidiary Guarantors, any amount paid by either to the Trustee or to such Holder, the Notes Guaranteesthis Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed guaranteed hereby until payment in full of all obligations Guaranteed guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed guaranteed hereby may be accelerated as provided in Article 7 VI for the purposes of the Notes Guaranteesthis Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7VI, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of the Notes Guaranteesthis Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-non paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes GuaranteesGuarantee.

Guarantees. Subject to the limitations set forth in Section 11.04this Article Thirteen, each of the Guarantors hereby, jointly and severally, unconditionally Guarantee guarantees to each Holder of Notes a Security authenticated and delivered by the Trustee and to the Trustee (acting in any capacity hereunder) and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the Obligations of the Company hereunder or thereunder, that: (a) the principal of, and premium, if any, of, and interest on interest, if any, on, the Notes shall Securities will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase redemption or otherwise, and interest on the overdue principal of and interest on premium, if any of, and interest, if any, and intereston, the Securities, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee (acting in any capacity hereunder) hereunder or thereunder shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise. In addition to the event foregoing, each Guarantor also agrees, unconditionally and jointly and severally with each other Guarantor, to pay any and all expenses (including, without limitation, counsel fees and expenses) incurred by the Company fails Trustee under this Indenture in enforcing any rights under a Guarantee with respect to make a Guarantor. Failing payment when due, subject to any applicable grace period, due of any amount so Guaranteed guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any 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 judgment against the Company or any GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another GuarantorCompany, protest, notice and all demands whatsoever and covenant that the Notes Guarantees this Guarantee shall not be discharged except by complete performance of the obligations contained in the Indenture DocumentsSecurities and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company Company, the Guarantors or any of the Guarantorscustodian, or any Custodian trustee, liquidator or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid by either to the Trustee or to such Holder, the Notes Guaranteesthis Guarantee, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed guaranteed hereby until payment in full of all obligations Guaranteed guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed guaranteed hereby may be accelerated as provided in Article 7 Five hereof for the purposes of the Notes Guaranteesthis Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guaranteesthis Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes GuaranteesGuarantee.

Guarantees. Subject to the limitations set forth in Section 11.04provisions of this Article 10, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally Guarantee guarantees to each Holder of Notes a Note authenticated and delivered by the Trustee and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the other Obligations of the Company Issuers hereunder or thereunder, that: (a) that the principal of, premium, if any, premium and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, redemption, required purchase or repurchase redemption or otherwise, and interest on the overdue principal of of, premium and interest on premiumthe Notes, if any, and interest, if lawful, to the extent lawful and all other obligations Obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder under this Indenture and the Notes shall be promptly paid in full or performedfull, all in accordance with the terms hereof of this Indenture and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwiseNotes. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, so due of any amount so Guaranteed guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. The Subsidiary Guarantors hereby agree that to the fullest extent permitted by applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereofof this Indenture and the Notes, the recovery of any judgment against the Company or any GuarantorIssuers, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than Subsidiary Guarantor. To the payment in full of the amounts Guaranteed). Each fullest extent permitted by applicable law, each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the Company or another GuarantorIssuers, protest, notice and all demands whatsoever and covenant covenants that the Notes Guarantees its Guarantee shall not be discharged except by complete performance of the obligations contained in the Indenture DocumentsNotes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuers or any of the Subsidiary Guarantors, or any Custodian custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or any of the Subsidiary Guarantors, any amount paid either by any of them to the Trustee or to such Holder, the Notes these Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed Obligations guaranteed hereby until payment in full of all obligations Guaranteed Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 7 6 hereof for the purposes of the Notes these Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 76 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of the Notes these Guarantees. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes these Guarantees.

Guarantees. Subject to the limitations set forth in Section 11.04provisions of this Article Ten A, the Guarantors hereby, each Guarantor hereby jointly and severally, severally unconditionally Guarantee guarantees to each Holder of Notes a Security authenticated and made available for delivery by the Trustee and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the Obligations obligations of the Company hereunder or thereunderany other Guarantors to the Holders or the Trustee hereunder, that: (a) the principal of, premium, if any, of and interest on the Notes shall Securities will be promptly duly and punctually paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise, and interest on the overdue principal of and interest on premium(to the extent permitted by law) interest, if any, and interest, if lawful, on the Securities and all other obligations of Obligations on the Company to the Holders or the Trustee hereunder or thereunder shall Securities will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligationsObligations on the Securities, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturityfinal stated maturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, due of any amount so Guaranteed or any performance so Guaranteed guaranteed, for whatever reason, the Guarantors shall each Guarantor will be jointly and severally obligated to pay the same immediately. The An Event of Default under this Indenture or the Securities shall constitute an event of default under the Guarantees, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company on the Securities. Each of the Guarantors hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company or any GuarantorCompany, any action to enforce the same same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full guarantor. Each of the amounts Guaranteed). Each Guarantor Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding 99 -91- first against the Company or another GuarantorCompany, protest, notice and all demands whatsoever and covenant covenants that the Notes Guarantees shall its Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture Documentsand the Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any of the GuarantorsGuarantor, or any Custodian custodian, trustee, liquidator or other similar official acting in relation to either the Company or any of the Guarantorssuch Guarantor, any amount paid either by the Company or such Guarantor to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantorsit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) subject to this Article Ten A, the maturity of the obligations Guaranteed guaranteed hereby may be accelerated as provided in Article 7 Section 6.02 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby guaranteed hereby, and (yb) in the event of any declaration of acceleration of such obligations as provided in Article 7Section 6.02, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantees shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities 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. No stockholder, officer, director, employer or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under the Guarantees by reason of his, her or its status as such stockholder, officer, director, employer or incorporator. 100 -92- The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guarantees. Each Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that in no event shall any Guarantor's obligations under its Guarantee be subject to avoidance under any applicable fraudulent conveyance or similar law of any relevant jurisdiction. Therefore, in the event that the Guarantees would, but for this sentence, be subject to avoidance, then the liability of the Guarantors under the Guarantees shall be reduced to the extent necessary such that such Guarantees shall not be subject to avoidance under the applicable fraudulent conveyance or similar law. Subject to the preceding limitation on liability, the Guarantee of each Guarantor constitutes a guarantee of payment in full when due and not merely a guarantee of collectability.

Guarantees. Subject In order to induce the limitations set forth Agents and the Lenders to execute and deliver this Agreement and to make Loans hereunder, and in Section 11.04, the Guarantors hereby, jointly consideration thereof: (a) The Guarantor hereby unconditionally and severally, unconditionally Guarantee irrevocably guarantees to each Holder of Notes Agent and to the Trustee each Lender and their respective successors and assigns, irrespective the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise, but subject to applicable grace periods contained herein) of the validity Obligations and enforceability the Subsidiary Obligations, and the Guarantor further agrees to pay any and all expenses which may be paid or incurred by any Agent or any Lender in collecting any or all of this Indenture, the Notes Obligations or the Subsidiary Obligations and/or enforcing any rights under this Article or under the Obligations or the Subsidiary Obligations. Upon failure by any Borrower to pay punctually any of the Company hereunder Obligations or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall be Subsidiary Obligations promptly paid in full when due, subject the Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner, currency and type of funds specified for such payment in this Agreement. (b) The Company hereby unconditionally and irrevocably guarantees to any applicable grace periodeach Agent and each Lender and their respective successors and assigns, the prompt and complete payment when due (whether at Stated Maturitythe stated maturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise, and interest on but subject to applicable grace periods contained herein) of the overdue principal of and interest on premium, if anySubsidiary Obligations, and interest, if lawful, the Company further agrees to pay any and all other obligations expenses which may be paid or incurred by any Agent or any Lender in collecting any or all of the Company Subsidiary Obligations and/or enforcing any rights under this Article or under the Subsidiary Obligations. Upon the failure by any Borrower to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or pay punctually any of such other obligations, that the same shall be Subsidiary Obligations promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors Company shall be jointly and severally obligated to forthwith on demand pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditionalamount not so paid at the place and in the manner, irrespective currency and type of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the funds specified for such payment in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guaranteesthis Agreement.

Guarantees. Subject to the limitations set forth in Section 11.04this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally Guarantee guarantees to each Holder of Notes a Note authenticated and delivered by the Trustee and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, of and interest on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase redemption or otherwise, and interest on the overdue principal of and interest on premiumthe Notes, if any, and interest, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, due of any amount so Guaranteed guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another GuarantorCompany, protest, notice and all demands whatsoever and covenant that the Notes Guarantees this Parent Guarantee or Subsidiary Guarantee, as applicable, shall not be discharged except by complete performance of the obligations contained in the Indenture DocumentsNotes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company Company, the Guarantors or any of the Guarantorscustodian, or any Custodian trustee, liquidator or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid by either to the Trustee or to such Holder, the Notes Guaranteesthis Parent Guarantee and this Subsidiary Guarantee, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed guaranteed hereby until payment in full of all obligations Guaranteed guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed guaranteed hereby may be accelerated as provided in Article 7 6 hereof for the purposes of the Notes Guaranteesthis Parent Guarantee and this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 76 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guaranteesthis Parent Guarantee and this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes GuaranteesGuarantee.

Guarantees. (a) Subject to the limitations set forth in Section 11.04this Article 13, each of the Guarantors hereby, as a primary obligor and not merely as surety, jointly and severally, unconditionally Guarantee guarantees to each Holder of Notes a Note authenticated and delivered by the Trustee and to the Trustee Trustee, the Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations obligations of the Company hereunder or thereunder, that: : (ai) the principal of, premium, if any, and interest on on, the Notes shall and such other Note Obligations will be promptly paid in full in cash when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase redemption or otherwise, and interest on the overdue principal of and interest on premiumthe Notes, if any, and interest, if lawful, and all other obligations of the Company to the Holders Holders, the Trustee or the Trustee Collateral Agent hereunder or thereunder shall will be promptly paid in full in cash or performed, all in accordance with the terms hereof and thereof; and , and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsobligations (including Note Obligations), that the same shall will be promptly paid in full in cash when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, due of any amount so Guaranteed guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any amendment, waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any other Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)Guarantor. Each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand of payment, filing of claims with a court in the event of insolvency or bankruptcy notice hereunder including any of the Companyfollowing: (i) any demand for payment or performance and protest and notice of protest; (ii) any notice of acceptance; (iii) any presentment, demand, protest or further notice or other requirements of any kind with respect to any Note Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable; and (iv) any other notice in respect of any Note Obligation or any part thereof, and any defense arising by reason of any disability or other defense of the Company or any Guarantor. Each Guarantor further unconditionally and irrevocably agrees not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against the Company or any Guarantor by reason of any Transaction Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may have against the Company or any other Guarantor or set off any of its obligations to the Company or any other Guarantor against obligations of such Guarantor to the Company or such other Guarantor. No obligation of any Guarantor hereunder shall be discharged other than by complete performance. Each Guarantor further waives any right such Guarantor may have under any applicable requirement of law to require a proceeding the Trustee, the Collateral Agent or any Holder to seek recourse first against the Company or another Guarantorany other Person, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance or to realize upon any Collateral for any of the Note Obligations, as a condition precedent to enforcing such Guarantor’s liability and obligations contained in the Indenture Documents. under this Article 13. (c) If any Holder Holder, the Trustee or the Trustee Collateral Agent is required by any court or otherwise to return to any amount paid by the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either Guarantor to the Trustee Trustee, the Collateral Agent or to such Holder, the Notes Guaranteesthis Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed guaranteed hereby until payment in full in cash of all obligations Guaranteed (including the Note Obligations) guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders Holders, the Trustee and the TrusteeCollateral Agent, on the other hand, (x1) the maturity of the obligations Guaranteed guaranteed hereby may be accelerated as provided in Article 7 Section 6.02 for the purposes of the Notes Guaranteesthis Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article 76, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. (e) Without limiting the joint and several obligation of the Guarantors to the Trustee, Collateral Agent and Holders, all Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Indenture. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under its Guarantee of the Notes Guaranteessuch that its Aggregate Payments exceed its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor, to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors, multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under its guarantee of the Notes in respect of the obligations guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under its guarantee of the Notes that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Law or any comparable applicable provisions of state law, provided that solely for purposes of calculating the Fair Share Contribution Amount with respect to any Contributing Guarantor for purposes of this Section 13.01, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of its guarantee of the Notes (including in respect of this Section 13.01), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 13.01. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 13.01. Notwithstanding anything to the contrary, the Guarantors shall not have the right to seek contribution from the Company and any non-paying Guarantor so long as the exercise until payment in full in cash of such right does not impair the rights of the Trustee or the Holders under the Notes Guaranteesall Note Obligations.

Guarantees. Subject The Guarantor hereby unconditionally guarantees on a senior basis to the limitations set forth in Section 11.04, the Guarantors hereby, jointly and severally, unconditionally Guarantee Holders from time to each Holder of Notes and to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: time (a) the full and prompt payment of the principal ofof any Security when and as the same shall become due, premiumwhether at the stated maturity thereof, if anyby acceleration, redemption or otherwise, or in the event of default in any sinking fund payment, and (b) the full and prompt payment of any interest on any Security when and as the Notes same shall be promptly paid in full when become due, subject to any applicable grace period; provided that, whether at Stated Maturitynotwithstanding anything to the contrary herein, the aggregate amount of the obligations guaranteed under the Indenture by acceleration, redemption, required purchase the Guarantor shall be limited in amount to the maximum amount that would render the Guarantor's obligations subject to avoidance under the applicable fraudulent conveyance provisions of the United States Bankruptcy Code or repurchase any comparable provision of any applicable state law. Each payment by the Guarantor with respect to any Security shall be paid in the currency or otherwise, currencies specified for payments on such Security as contemplated by Section 2.3 and interest on pursuant to this Indenture. Each and every default in the overdue payment of the principal of and interest on premium, if anyany Security shall give rise to a separate cause of action hereunder, and interest, if lawful, separate suits may be brought hereunder as each cause of action arises. The Guarantee hereunder constitutes a guarantee of payment and all other not of collection. The obligations of the Company Guarantor hereunder with respect to the Holders or the Trustee hereunder or thereunder a series of Securities shall be promptly paid in full or performed, all in accordance with the terms hereof absolute and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any 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 judgment against the Company or any GuarantorIssuer, any action to enforce the same same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment Guarantor, and, subject to Section 9.3 and Article X, shall remain in full force and effect until the entire principal of and interest on the amounts Guaranteed). Each Guarantor hereby waives diligenceSecurities of such series shall have been paid or provided for in accordance with the provisions of such series and of this Indenture, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees such payment shall not be discharged except affected, modified or impaired upon the happening from time to time of any event, including without limitation any of the following, whether or not with notice to, or the consent of, the Guarantor: (a) the waiver, surrender, compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of the Issuer under this Indenture or the Securities of such series; (b) the failure to give notice to the Guarantor of the occurrence of a default or an Event of Default hereunder; (c) the waiver, compromise or release of the payment, performance or observance by complete the Issuer or the Guarantor of any or all of the obligations, covenants or agreements of either of them contained in this Indenture; (d) the extension of the time for payment of principal of and interest on any Security of such series or for any other payment under this Indenture or of the time for performance of any other obligations, covenants or agreements under or arising out of this Indenture; (e) the obligations contained modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in the this Indenture Documents. If any Holder or the Securities of such series; (f) the taking or the omission of any of the actions referred to in this Indenture and any of the actions under the Securities of such series; (g) any failure, omission, delay or lack on the part of the Trustee is required by to enforce, assert or exercise any court right, power or otherwise to return to remedy conferred on the Company Trustee in this Indenture, or any other act or acts on the part of the Trustee or any of the GuarantorsHolders from time to time of the Securities of such series; (h) the voluntary or involuntary liquidation, dissolution, sale or any Custodian other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar official acting in relation to either proceedings affecting the Company Guarantor or the Issuer, or any of the Guarantorsassets of any of them, or any amount paid either to allegation or contest respecting the Trustee or to validity of the Guarantee in any such Holder, the Notes Guarantees, proceeding; (i) to the extent theretofore dischargedpermitted by law, shall be reinstated in full force and effect. Each the release or discharge by operation of law of the Guarantor agrees that it shall not be entitled to any right of subrogation in relation to from the Holders in respect performance or observance of any obligations Guaranteed hereby until payment obligation, covenant or agreement contained in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guarantees.this Indenture;

Guarantees. Subject to the limitations set forth in Section 11.04this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally Guarantee guarantees, on a senior unsecured basis, to each Holder of Notes authenticated and delivered by the Trustee and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or held thereby and the Obligations of the Company Issuers hereunder or and thereunder, that: (a) the principal of, of and interest and premium, if any, and interest on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase upon repurchase or repurchase redemption or otherwise, and interest on the overdue principal of and premium, and (to the extent permitted by law) interest on premium, if any, and interest, if lawfulthe Notes, and all other obligations payment Obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder shall will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase upon repurchase or repurchase redemption or otherwise. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, so due of any amount so Guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantoran Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Companyan Issuer, any right to require a proceeding first against the Company or another Guarantoran Issuer, protest, notice and all demands whatsoever and covenant covenants that the Notes Guarantees shall its Guarantee will not be discharged except by complete performance of the obligations Obligations contained in the Indenture DocumentsNotes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of an Issuer, the Guarantors, or any Custodian Custodian, Trustee or other similar official acting in relation to either the Company or any of the Issuers or the Guarantors, any amount paid either by an Issuer or any Guarantor to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (xa) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 7 6 hereof for the purposes of the Notes Guaranteesits Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby Obligations guaranteed thereby, and (yb) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 76 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors Guarantor for the purpose of the Notes Guaranteesits Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guarantees.

Guarantees. Subject to The Parent Guarantor hereby unconditionally guarantees (the limitations set forth in Section 11.04"Guarantee", and together with the other guarantees of the Securities, if any, the Guarantors hereby"Guarantees"), jointly and severallyseverally with each other Guarantor of the Securities of that series, unconditionally Guarantee if any, to each Holder of Notes such Securities authenticated and delivered by the Trustee and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes such Securities or the Obligations obligations of the Company hereunder or thereunder, that: (ai) the due and punctual payment of the principal of, premium, if any, of and any premium or interest on the Notes shall be promptly paid in full when due, subject to any applicable grace periodsuch Securities, whether at Stated MaturityMaturity or on an Interest Payment Date, by acceleration, redemption, required pursuant to an offer to purchase or repurchase such Securities or otherwise, and interest on the overdue principal of and interest on premiuminterest, if any, and intereston such Securities, if lawful, and all other obligations of the Company to the Holders of such Securities or the Trustee hereunder or thereunder shall be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; thereof including all amounts payable to the Trustee under Section 6.07 hereof, and (bii) in case of any extension of time of payment or renewal of any Notes such Securities or any of such other obligations, that the same shall be promptly paid in full when due or to be performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise. In the event If the Company fails to make any payment when due, subject to any applicable grace period, due of any amount so Guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Guarantors Parent Guarantor of the Securities of that series shall be obligated, jointly and severally obligated with each other such Guarantor, if any, to pay the same immediately. The Guarantors Parent Guarantor hereby agree agrees that their its obligations hereunder shall be continuing, absolute and unconditional, irrespective of of, and shall be unaffected by, the validity, regularity or enforceability of the Notes or Securities, this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities or the Trustee with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)such Guarantor. Each The Parent Guarantor hereby waives diligence, presentment, demand of payment, demand of performance, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another GuarantorCompany, the benefit of discussion, protest, notice and all demands demand whatsoever and covenant covenants that the Notes Guarantees its Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities guaranteed by such Guarantee, in this Indenture Documentsand in this Article Fifteen. If any Holder of Securities of a series guaranteed hereby or the Trustee is required by any court or otherwise to return to the Company or any the Parent Guarantor of the Guarantorssuch Securities, or any Custodian custodian, trustee, liquidator or other similar official acting in relation to either the Company or any of the GuarantorsParent Guarantor, any amount paid either by the Company or the Parent Guarantor of such Securities to the Trustee or to such Holder, the Notes Guaranteesthis Article Fifteen, to the extent theretofore dischargeddischarged with respect to the Guarantee of such Securities, shall be reinstated in full force and effect. Each The Parent Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders of Securities of a series guaranteed hereby by the Parent Guarantor in respect of any obligations Guaranteed guaranteed hereby by such Guarantee until payment in full of all obligations Guaranteed herebysuch obligations. Each The Parent Guarantor further agrees that, as between the GuarantorsParent Guarantor, on the one hand, and the Holders of Securities of a series guaranteed hereby by the Parent Guarantor and the Trustee, Trustee on the other hand, (xi) the maturity of the obligations Guaranteed guaranteed hereby by such Guarantee may be accelerated as provided in Article 7 Five hereof for the purposes of the Notes GuaranteesGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed guaranteed hereby and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 7Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors Parent Guarantor, jointly and severally with any other Guarantor of such Securities, if any, for the purpose of this Article Fifteen. In addition, without limiting the Notes Guaranteesforegoing, upon the effectiveness of an acceleration under Article Five, the Trustee may make a demand for payment on the Securities under the Guarantee thereof not discharged. The Guarantors With respect to the Guarantee, the Parent Guarantor shall have the right be subrogated to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the all rights of the Holder of any Securities guaranteed hereby by such Guarantee against the Company in respect of any amounts paid to such Holder by the Parent Guarantor pursuant to the provisions of such Guarantee; provided that the Parent 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 interest on all such Securities shall have been paid in full. The Guarantee provided in this Section 15.01 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 the Trustee or the Holders under the Notes Guaranteesany duly appointed agent.

Guarantees. Subject to the limitations set forth in Section 11.04provisions of this Article 12, the Guarantors hereby, each Guarantor hereby jointly and severally, severally unconditionally Guarantee guarantees to each Holder of Notes a Security authenticated and made available for delivery by the Trustee and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the Obligations obligations of the Company hereunder or thereunderany other Guarantors to the Holders or the Trustee hereunder, that: (a) the principal of, premium, if any, of and interest on the Notes shall Securities will be promptly duly and punctually paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise, and interest on the overdue principal of and interest on premium(to the extent permitted by law) interest, if any, and interest, if lawful, on the Securities and all other obligations of Obligations on the Company to the Holders or the Trustee hereunder or thereunder shall Securities will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligationsObligations on the Securities, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturityfinal stated maturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, due of any amount so Guaranteed or any performance so Guaranteed guaranteed, for whatever reason, the Guarantors shall each Guarantor will be jointly and severally obligated to pay the same immediately. The An Event of Default under this Indenture or the Securities shall constitute an event of default under the Guarantees, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company on the Securities. Each of the Guarantors hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity regularly or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company or any GuarantorCompany, any an action to enforce the same same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full guarantor. Each of the amounts Guaranteed). Each Guarantor Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another GuarantorCompany, protest, notice and all demands whatsoever and covenant covenants that the Notes Guarantees shall its Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture Documentsand the Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any of the GuarantorsGuarantor, or any Custodian custodian, trustee, liquidator or other similar official acting in relation to either the Company or any of the Guarantorssuch Guarantor, any amount paid either by the Company or such Guarantor to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantorsit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) subject to this Article 12, the maturity of the obligations Guaranteed guaranteed hereby may be accelerated as provided in Article 7 Section 6.02 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby guaranteed hereby, and (yb) in the event of any declaration of acceleration of such obligations as provided in Article 7Section 6.02, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantees shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities 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. No stockholder, officer, director, employer or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under the Guarantees by reason of his, her or its status as such stockholder, officer, director, employer or incorporator. The Guarantors shall have the right to seek contribution from any non-non- paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guarantees. Each Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that in no event shall any Guarantor's obligations under its Guarantee be subject to avoidance under any applicable fraudulent conveyance or similar law of any relevant jurisdiction. Therefore, in the event that the Guarantees would, but for this sentence, be subject to avoidance, then the liability of the Guarantors under the Guarantees shall be reduced to the extent necessary such that such Guarantees shall not be subject to avoidance under the applicable fraudulent conveyance or similar law. Subject to the preceding limitation on liability, the Guarantee of each Guarantor constitutes a guarantee of payment in full when due and not merely guarantee of collectibility.

Guarantees. Subject (a) The payment by the Company of all amounts due with respect to the limitations set forth in Notes and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by the Reporting Entity and the Affiliates of the Reporting Entity (other than the Company) that (i) are obligors under the Bank Credit Agreement or a Material Credit Facility or (ii) guarantee the obligations of the obligors under the Bank Credit Agreement or such Material Credit Facility (together with any additional Affiliate who delivers a guaranty pursuant to Section 11.049.7, the Guarantors hereby“Guarantors”) pursuant to the guaranty agreement substantially in the form of Exhibit 2.2(a) attached hereto and made a part hereof (as the same may be amended, jointly modified, extended or renewed, the “Affiliate Guaranty”). (b) Any instruments, documents and severally, unconditionally Guarantee agreements pursuant to each Holder which the Reporting Entity or any Subsidiary agrees to grant Liens in favor of a collateral agent (the “Collateral Agent”) for the benefit of the holders of Notes are hereinafter referred to as the “Collateral Documents.” The Collateral Documents and the Affiliate Guaranty are hereinafter collectively referred to as the “Security Documents.” (c) [Reserved]. (d) If at any time the Reporting Entity or any Affiliate shall grant to any one or more of the Creditors security of any kind or provide any one or more of the Creditors with additional guaranties or other credit support of any kind pursuant to the requirements of a Material Credit Facility, then the Reporting Entity or such Affiliate shall grant to the holders of the Notes the same security or guaranty so that the holders of the Notes shall at all times be secured on an equal and pro rata basis with such Creditors. All such additional guaranties or security shall be given to the holders of the Notes pursuant to Section 9.7 or 9.8, as applicable, of this Agreement. (e) The holders of the Notes agree that the obligations of any Affiliate (other than the Reporting Entity) under the Affiliate Guaranty and the Liens of the Collateral Documents in respect of all or any part of the collateral therein described shall be automatically released and discharged without the necessity of further action on the part of the holders of the Notes if, and to the Trustee extent, (i) the corresponding guaranty or Lien given pursuant to the terms of any Material Credit Facility is released, (ii) such Affiliate is no longer, if applicable, a borrower or issuer under any Material Credit Facility and their respective successors (iii) no Default or Event of Default shall have occurred and assignsthen be continuing or result therefrom (or should any Default or Event of Default then exist or result, irrespective at such later time as any such Default or Event of Default shall cease to exist or result therefrom), provided that in the event the Reporting Entity or any Affiliate shall again become obligated under or with respect to the previously discharged Affiliate Guaranty or Material Credit Facility, or again grant the discharged Lien, as the case may be, pursuant to the terms and provisions of the validity relevant Material Credit Facility, then the Lien granted by the Reporting Entity or its Subsidiaries under a Collateral Document or the obligations of such Affiliate under the Affiliate Guaranty, as the case may be, shall be reinstated and enforceability any release thereof previously given shall be deemed null and void, and such Affiliate Guaranty shall again benefit the holders of this Indenture, the Notes or on an equal and pro rata basis. Any release by the Obligations holders of the Company hereunder or thereunder, that: (aNotes under this Section 2.2(e) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when duedeemed to have occurred concurrently with the release and discharge under the Material Credit Facilities. Further, subject any reinstatement of an Affiliate Guaranty or Lien pursuant to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance comply with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly Sections 9.7 and severally obligated to pay the same immediately9.8 hereof. The Guarantors hereby agree that their obligations hereunder Reporting Entity shall be unconditional, irrespective of promptly notify the validity, regularity or enforceability holders of the Notes or this Indenture, the absence of any action release of an Affiliate Guaranty pursuant to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery this Section 2.2(e) and shall deliver evidence of any judgment against the Company release or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment guaranty or Lien in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guaranteescustomary form.

Guarantees. Subject (a) The payment by the Company of all amounts due with respect to the limitations set forth in Notes and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by the Reporting Entity (if the Reporting Entity is New STERIS Limited) and the Affiliates of the Reporting Entity (other than the Company) that guarantee the obligations of the obligors under the Bank Credit Agreement (together with any additional Affiliate who delivers a guaranty pursuant to Section 11.049.7, the Guarantors hereby“Guarantors”) pursuant to the guaranty agreement substantially in the form of Exhibit 2.2(a) attached hereto and made a part hereof (as the same may be amended, jointly modified, extended or renewed, the “Affiliate Guaranty”). (b) Any instruments, documents and severally, unconditionally Guarantee agreements pursuant to each Holder which the Reporting Entity or any Subsidiary agrees to grant Liens in favor of a collateral agent (the “Collateral Agent”) for the benefit of the holders of Notes are hereinafter referred to as the “Collateral Documents.” The Collateral Documents and the Affiliate Guaranties are hereinafter collectively referred to as the “Security Documents.” STERIS CORPORATION NOTE PURCHASE AGREEMENT (c) [Reserved]. (d) If at any time the Reporting Entity or any Affiliate shall grant to any one or more of the Creditors security of any kind or provide any one or more of the Creditors with additional guaranties or other credit support of any kind pursuant to the requirements of a Material Credit Facility, then the Reporting Entity or such Affiliate shall grant to the holders of the Notes the same security or guaranty so that the holders of the Notes shall at all times be secured on an equal and pro rata basis with such Creditors. All such additional guaranties or security shall be given to the holders of the Notes pursuant to Section 9.7 or 9.8, as applicable, of this Agreement. (e) The holders of the Notes agree that the obligations of any Affiliate (other than New STERIS Limited if such entity is the Reporting Entity) under the Affiliate Guaranty and the Liens of the Collateral Documents in respect of all or any part of the collateral therein described shall be automatically released and discharged without the necessity of further action on the part of the holders of the Notes if, and to the Trustee extent, (i) the corresponding guaranty or Lien given pursuant to the terms of any Material Credit Facility is released and their respective successors (ii) no Default or Event of Default shall have occurred and assignsthen be continuing or result therefrom (or should any Default or Event of Default then exist or result, irrespective at such later time as any such Default or Event of Default shall cease to exist or result therefrom), provided that in the event the Reporting Entity or any Affiliate shall again become obligated under or with respect to the previously discharged Affiliate Guaranty, or again grant the discharged Lien, as the case may be, pursuant to the terms and provisions the relevant Material Credit Facility, then the Lien granted by the Reporting Entity or its Subsidiaries under a Collateral Document or the obligations of such Affiliate under the Affiliate Guaranty, as the case may be, shall be reinstated and any release thereof previously given shall be deemed null and void, and such Affiliate Guaranty shall again benefit the holders of the validity Notes on an equal and enforceability pro rata basis. Any release by the holders of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: (aunder this Section 2.2(e) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when duedeemed to have occurred concurrently with the release and discharge under the Material Credit Facilities. Further, subject any reinstatement of an Affiliate Guaranty or Lien pursuant to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance comply with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly Sections 9.7 and severally obligated to pay the same immediately9.8 hereof. The Guarantors hereby agree that their obligations hereunder Reporting Entity shall be unconditional, irrespective of promptly notify the validity, regularity or enforceability holders of the Notes or this Indenture, the absence of any action release of an Affiliate Guaranty pursuant to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery this Section 2.2(e) and shall deliver evidence of any judgment against the Company release or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment guaranty or Lien in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guaranteescustomary form.

Guarantees. Subject to the limitations set forth in Section 11.04, the Guarantors hereby, jointly and severally, unconditionally Guarantee to each Holder of Notes and to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: (a) Charter LLC agrees to use its commercially reasonable best efforts to secure the principal offull and complete release, premiumprior to the Closing (and continuously thereafter if not released prior to Closing), if any, and interest on the Notes shall be promptly paid in full when due, subject to of any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, if lawful, and all other obligations of guarantees (the Company to "Magellan Guarantees") by the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Sellers or any of such their affiliates of any indebtedness or obligations of Charter LLC or its affiliates (other obligations, that the same shall be promptly paid in full when due than Charter Inc.) or performed in accordance with the terms any of the extension Subsidiaries or renewaltheir subsidiaries (or under any contract assigned to Purchaser pursuant to this Agreement) and to secure full and complete release, subject prior to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails Closing (and continuously thereafter if not released prior to make payment when due, subject to any applicable grace periodClosing), of any amount so Guaranteed and all obligations (the "Magellan Obligations") (i) of the Sellers or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that of their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor affiliates (other than the payment in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency Subsidiaries) under any agreement which was assigned to Charter LLC or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return its subsidiaries pursuant to the Company Contribution Agreement and under which Sellers or any of their affiliates (other than the Guarantors, Subsidiaries) remain obligors or indemnitors in any Custodian manner and (ii) under any agreement of any of the Subsidiaries or other similar official acting in relation their subsidiaries (or under any contract assigned to either the Company Purchaser pursuant to this Agreement) and under which Sellers or any of their affiliates (other than the GuarantorsSubsidiaries) will remain obligors or indemnitors in any manner after the Closing. Set forth on Schedule 4.11, to Sellers' Knowledge after reasonable inquiry, is a list of all Magellan Guarantees and Magellan Obligations. To the extent, after the date hereof, Sellers discover there are other Magellan Guarantees or Magellan Obligations not identified on Schedule 4.11 ("Unlisted Obligations"), Sellers may request Purchaser to add any amount paid either such Unlisted Obligation to Schedule 4.11. If Purchaser agrees to add an Unlisted Obligation, Schedule 4.11 shall be automatically amended to include the Unlisted Obligation, which shall be treated as if it had appeared on Schedule 4.11 at the time of execution of this Agreement. Should Purchaser object to the Trustee addition of an Unlisted Obligation, Magellan may terminate any such Unlisted Obligation (and the related underlying obligations, if any) provided that such termination is permitted under the applicable contractual agreement; provided further that Charter LLC or its affiliates shall agree to such Holder, the Notes Guaranteestermination if permitted under such agreement or permitted by any third party to such agreement. Charter LLC agrees that, to the extent theretofore dischargedany Magellan Guarantee (listed on Schedule 4.11) of any such indebtedness or obligation or any Magellan Obligation (listed on Schedule 4.11) is not fully and completely released on or before the Closing, shall be reinstated in full force Charter LLC will indemnify and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to hold harmless the Holders Sellers and their respective affiliates and their successors and assigns from, against and in respect of any obligations Guaranteed hereby until payment and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in full settlement, costs of all obligations Guaranteed herebyinvestigation and reasonable attorneys' fees and expenses) arising out of or relating to the Magellan Guarantees and Magellan Obligations. Each Guarantor further agrees that, as between the Guarantors, The limitations on the one handamount of indemnification obligations specified in Article VI shall not apply to this provision. (b) Magellan acknowledges that it has agreed to use its commercially reasonable best efforts to secure the full and complete release, prior to Closing (and continuously thereafter if not released prior to Closing), of any and all guarantees made by the Holders and the TrusteeSubsidiaries, on the other hand, (x) the maturity or of any pledge of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes stock or assets of the Notes GuaranteesSubsidiaries, notwithstanding any stay, injunction with regard to existing or new Magellan credit facilities or other prohibition preventing such acceleration in indebtedness or refinancings thereof (the "Subsidiary Pledges and Guarantees"). Magellan agrees that to the extent any Subsidiary Pledges and Guarantees are not fully and completely released on or before Closing, Magellan will indemnify and hold harmless Purchaser and its respective affiliates and their successors and assigns from, against and respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to the obligations Guaranteed hereby Subsidiary Pledges and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors limitations on the amount of indemnification specified in Article VI shall have the right not apply to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guaranteesthis provision.

Guarantees. Subject (a) The payment by the Company of all amounts due with respect to the limitations set forth in Notes and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by the Reporting Entity and the Affiliates of the Reporting Entity (other than the Company) that (i) are obligors under thea Bank Credit Agreement or a Material Credit Facility or (ii) guarantee the obligations of the obligors under thea Bank Credit Agreement or such Material Credit Facility (together with any additional Affiliate who delivers a guaranty pursuant to Section 11.049.7, the Guarantors hereby“Guarantors”) pursuant to the guaranty agreement substantially in the form of Exhibit 2.2(a) attached hereto and made a part hereof (as the same may be amended, jointly modified, extended or renewed, the “Affiliate Guaranty”). (b) Any instruments, documents and severally, unconditionally Guarantee agreements pursuant to each Holder which the Reporting Entity or any Subsidiary agrees to grant Liens in favor of a collateral agent (the “Collateral Agent”) for the benefit of the holders of Notes are hereinafter referred to as the “Collateral Documents.”The Collateral Documents and the Affiliate Guaranties are hereinafter collectively referred to as the “Security Documents.” (c) [Reserved]. (d) If at any time the Reporting Entity or any Affiliate shall grant to any one or more of the Creditors security of any kind or provide any one or more of the Creditors with additional guaranties or other credit support of any kind pursuant to the requirements of a Material Credit Facility, then the Reporting Entity or such Affiliate shall grant to the holders of the Notes the same security or guaranty so that the holders of the Notes shall at all times be secured on an equal and pro rata basis with such Creditors. All such additional guaranties or security shall be given to the holders of the Notes pursuant to Section 9.7 or 9.8, as applicable, of this Agreement. (e) The holders of the Notes agree that the obligations of any Affiliate (other than the Reporting Entity) under the Affiliate Guaranty and the Liens of the Collateral Documents in respect of all or any part of the collateral therein described shall be automatically released and discharged without the necessity of further action on the part of the holders of the Notes if, and to the Trustee extent, (i) the corresponding guaranty or Lien given pursuant to the terms of any Material Credit Facility is released, (ii) such Affiliate is no longer, if applicable, a borrower or issuer under any Material Credit Facility and their respective successors (iii) no Default or Event of Default shall have occurred and assignsthen be continuing or result therefrom (or should any Default or Event of Default then exist or result, irrespective at such later time as any such Default or Event of Default shall cease to exist or result therefrom), provided that in the event the Reporting Entity or any Affiliate shall again become obligated under or with respect to the previously discharged Affiliate Guaranty or Material Credit Facility, or again grant the discharged Lien, as the case may be, pursuant to the terms and provisions of the validity relevant Material Credit Facility, then the Lien granted by the Reporting Entity or its Subsidiaries under a Collateral Document or the obligations of such Affiliate under the Affiliate Guaranty, as the case may be, shall be reinstated and enforceability any release thereof previously given shall be deemed null and void, and such Affiliate Guaranty shall again benefit the holders of this Indenture, the Notes or on an equal and pro rata basis. Any release by the Obligations holders of the Company hereunder or thereunder, that: (aNotes under this Section 2.2(e) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when duedeemed to have occurred concurrently with the release and discharge under the Material Credit Facilities. Further, subject any reinstatement of an Affiliate Guaranty or Lien pursuant to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance comply with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly Sections 9.7 and severally obligated to pay the same immediately9.8 hereof. The Guarantors hereby agree that their obligations hereunder Reporting Entity shall be unconditional, irrespective of promptly notify the validity, regularity or enforceability holders of the Notes or this Indenture, the absence of any action release of an Affiliate Guaranty pursuant to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery this Section 2.2(e) and shall deliver evidence of any judgment against the Company release or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment guaranty or Lien in full of the amounts Guaranteed)customary form. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guarantees.STERIS CORPORATION NOTE PURCHASE AGREEMENT

Guarantees. (a) Subject to Section 10.06 hereof, each of the limitations set forth in Section 11.04, the Guarantors herebyGuarantors, jointly and severally, unconditionally Guarantee guarantees to each Holder of Notes a Note authenticated and delivered by the Trustee and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or held thereby and the Obligations of the Company hereunder or and thereunder, that: : (ai) the principal ofof and premium, premiuminterest and Liquidated Damages, if any, and interest on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase redemption or otherwise, and interest on the overdue principal of principal, premium, (to the extent permitted by law) interest and interest on premiumLiquidated Damages, if any, and interest, if lawfulon the Notes, and all other obligations Obligations of the Company to the Holders or the Trustee hereunder or thereunder shall will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, redemption, required purchase or repurchase redemption or otherwise. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, so due of any amount so Guaranteed guaranteed or any performance so Guaranteed guaranteed for whatever reason, reason the Guarantors shall will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)Guarantor. Each Guarantor hereby further, to the extent permitted by law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another GuarantorCompany, protest, notice and all demands whatsoever and covenant covenants that the Notes Guarantees shall this Guarantee will not be discharged except by complete performance of the obligations Obligations contained in the Indenture Documents. Notes and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of Company, the Guarantors, or any Custodian custodian, trustee or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either by the Company or any Guarantor to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to to, and waives, any right of subrogation in relation to the Holders in respect of any obligations Guaranteed Obligations guaranteed hereby until payment in full of all obligations Guaranteed Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (xa) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 7 6 hereof for the purposes of the Notes Guaranteesits Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby Obligations guaranteed thereby, and (yb) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 76 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors Guarantor for the purpose of the Notes Guaranteesits Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guarantees.

Guarantees. Subject to the limitations set forth in Section 11.04this Article XII, each of the Guarantors hereby, jointly and severally, unconditionally Guarantee guarantees to each Holder of Notes a Note authenticated and delivered by the Trustee and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase redemption or otherwise, and interest on the overdue principal of and interest on premiumthe Notes, if any, and interest, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, redemption, required purchase or repurchase acceleration pursuant to Section 4.02 hereof or otherwise. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, due of any amount so Guaranteed guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Each Guarantor hereby agree agrees that their its obligations hereunder with regard to this Guarantee shall be joint and several and unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantorother obligor with respect to this Indenture, the Notes or the Obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstance circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, waives and relinquishes all claims, rights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, rights or remedies, including but not limited to: (a) any right to require any of the Trustee, the Holders or the Company (each a "BENEFITED PARTY"), as a condition of payment or performance by such Guarantor, to (i) proceed against the Company, any other guarantor (including any other Guarantor) of the Obligations under the Guarantees or any other Person, (ii) proceed against or exhaust any security held from the Company, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other Person, or (iv) pursue any other remedy in the power of any Benefited Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Company including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations under the Guarantees or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Company from any cause other than the payment in full of the amounts Guaranteed)Obligations under the Guarantees; (c) 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 (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Guarantees and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims and (iv) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or Lien on any property subject thereto; (f) notices, demands, presentations, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of the Guarantees, notices of default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations under the Guarantees or any agreement related thereto, and notices of any extension of credit to the Company and any right to consent to any thereof; (g) to the extent permitted under applicable law, the benefits of any "One Action" rule and (h) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Guarantees. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant covenants that the Notes Guarantees its Guarantee shall not be discharged except by complete performance of the obligations contained in the Indenture Documentsits Guarantee and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company Company, the Guarantors or any of the Guarantorscustodian, or any Custodian trustee, liquidator or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guaranteesthis Guarantee, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed guaranteed hereby until payment in full of all obligations Guaranteed guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed guaranteed hereby may be accelerated as provided in Article 7 Section 4.02 hereof for the purposes of the Notes Guaranteesthis Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7Section 4.02 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guaranteesthis Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes GuaranteesGuarantee.

Guarantees. Subject to the limitations set forth in Section 11.04this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally Guarantee guarantees on a senior secured basis to each Holder of Notes a Note authenticated and delivered by the Trustee and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations obligations of the Company Issuers hereunder or thereunder, that: (a) the principal of, premium, if any, of and interest on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase redemption or otherwise, and interest on the overdue principal of and interest on premiumthe Notes, if any, and interest, if lawful, and all other obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, due of any amount so Guaranteed guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated on a senior secured basis to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the Company or another GuarantorIssuers, protest, notice and all demands whatsoever and covenant that the Notes Guarantees this Guarantee shall not be discharged except by complete performance of the obligations contained in the Indenture DocumentsNotes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuers, the Guarantors or any of the Guarantorscustodian, or any Custodian trustee, liquidator or other similar official acting in relation to either the Company Issuers or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guaranteesthis Guarantee, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed guaranteed hereby until payment in full of all obligations Guaranteed guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed guaranteed hereby may be accelerated as provided in Article 7 6 hereof for the purposes of the Notes Guaranteesthis Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 76 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guarantees.this

Guarantees. Subject to the limitations set forth in provisions of this Section 11.0410, the Guarantors hereby, jointly and severallyeach Guarantor hereby fully, unconditionally Guarantee and irrevocably guarantees, as primary obligor and not merely as surety, on a joint and several senior secured basis, to each Holder of Notes the Notes, and to the Trustee the due and their respective successors and assignspunctual payment, irrespective of the validity principal of (and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, ) and interest (including, in case of default, interest on principal and, to the extent permitted by applicable law, on overdue interest and including any additional interest required to be paid according to the terms of the Notes), if any, on the Notes Notes, when and as the same shall be promptly paid in full when due, subject to any applicable grace periodbecome due and payable, whether at Stated Maturity, by upon redemption, upon acceleration, redemption, required purchase or repurchase upon tender for repayment at the option of any Holder or otherwise, according to the terms thereof and interest on the overdue principal of and interest on premium, if any, and interest, if lawful, this Indenture and all other obligations of the Company with respect to the Holders Notes to any Holder or the Trustee hereunder or thereunder shall thereunder. Each Note Guarantee will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and secured by first priority security interests (bsubject to Permitted Liens) in case of any extension of time of payment or renewal of any Notes or any of the Collateral owned by such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it the Guarantor Obligations shall not be entitled to any rank equally in right of subrogation in relation payment with other Indebtedness of such Guarantor, except to the Holders extent such other Indebtedness is subordinate to the Guarantor Obligations, in respect which case the obligations of the Guarantors under the Note Guarantees shall rank senior in right of payment to such other Indebtedness, and except for claims of creditors that are mandatorily preferred by law, in which case the obligations of the Guarantors under the Note Guarantees shall rank junior in right of payment to such claims. To evidence its Note Guarantee set forth in this Section 10.1, each Guarantor hereby agrees that this Indenture (or a supplement thereto) shall be executed on behalf of such Guarantor by an Officer of such Guarantor. 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 obligations Guaranteed hereby until payment in full notation of all obligations Guaranteed herebysuch Note Guarantee on the Notes. If an Officer whose signature is on this Indenture (or a supplement thereto) no longer holds that office at the time the Trustee authenticates the Note, the Note Guarantee shall be valid nevertheless. Each Guarantor further agrees that(to the extent permitted by law) that the Guarantor Obligations may be extended or renewed, as between the Guarantorsin whole or in part, on the one handwithout notice or further assent from it, and that it shall remain bound under this Section 10.1 notwithstanding any extension or renewal of any Guarantor Obligation. Each Guarantor waives presentation to, demand of payment from and protest to the Holders and the Trustee, on the other hand, (x) the maturity Company of any of the obligations Guaranteed hereby may be accelerated as provided in Article 7 Guarantor Obligations and also waives notice of protest for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event nonpayment. Each Guarantor waives notice of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders default under the Notes Guaranteesor the Guarantor 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 Guarantor Obligations.

Guarantees. Subject to the limitations set forth in Section 11.04, the Guarantors hereby, jointly and severally, unconditionally Guarantee to each Holder of Notes authenticated and delivered by the Trustee and to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations obligations of the Company hereunder or thereunder, that: (a) the principal of, of and premium, if any, and interest interest, including Additional Interest, if any, on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, including Additional Interest, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Note Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Note Guarantees, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the Notes Note Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Note Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Note Guarantees.

Guarantees. Subject to the limitations set forth in Section 11.04provisions of this Article 12, the Guarantors herebyeach Subsidiary Guarantor, jointly and severallyseverally with each other Subsidiary Guarantor, hereby fully and unconditionally Guarantee Guarantees to each Holder of Notes a Note authenticated and delivered by the Trustee and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: (a) the principal of, and premium and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full when due, whether at maturity, by acceleration or otherwise, and interest on overdue principal, and premium, if any, and (to the extent permitted by law) interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premiuminterest, if any, and interest, if lawful, on the Notes and all other obligations Obligations of the Company to the Holders or the Trustee hereunder or thereunder under the Notes or under the Collateral Documents (including fees, expenses or other Obligations) shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by accelerationacceleration or otherwise (collectively, redemption, required purchase the "Guarantee Obligations"). Failing payment when due of any Guarantee Obligation or repurchase or otherwise. In the event failing performance of any other Obligation of the Company fails to make payment when duethe Holders, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors each Subsidiary Guarantor shall be jointly and severally obligated to pay pay, or to perform or to cause the performance of, the same immediately. The Guarantors An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Trustee or the Holders to accelerate the Guarantee Obligations of each Subsidiary Guarantor hereunder in the same manner and to the same extent as the Company Obligations. Each Subsidiary Guarantor hereby agree agrees that their obligations its Guarantee Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery entry of any judgment against the Company or any GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, and relinquishes: (a) any right to require the Trustee, the Holders or the Company (each, a "Benefitted Party") to proceed against the Company, the Subsidiaries or any other Person or to proceed against or exhaust any security held by a Benefitted Party at any time or to pursue any other remedy in any secured party's power before proceeding first against such Subsidiary 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 Benefitted Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional Indebtedness or Obligation or of any action or non-action on the part of the Subsidiary Guarantors, the Company, the Subsidiaries, any Benefitted Party, any creditor of the Subsidiary Guarantors, the Company or another Guarantorthe Subsidiaries 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 Benefitted Party, protest, notice including but not limited to an election to proceed against the Subsidiary Guarantors for reimbursement; (e) any defense based upon any statute or rule of law which provides that the Obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefitted Party's election in any proceeding instituted under the Bankruptcy Law of the application of Section 1111(b)(2) of the Bankruptcy Code; and all demands whatsoever and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Subsidiary Guarantors hereby covenant that the Notes Guarantees shall not be discharged except by complete performance payment in full of all Guarantee Obligations, including the obligations contained principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture, the Collateral Documents or as provided in the Indenture DocumentsSection 8.01. If any Holder or the Trustee is required by any court or otherwise to return to either the Company or any of the Subsidiary Guarantors, or any Custodian trustee or other similar official acting in relation to either the Company or any of the Subsidiary Guarantors, any amount paid either by the Company or the Subsidiary Guarantors to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor of the Subsidiary Guarantors agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed Guarantee Obligations hereby until payment in full of all obligations Guaranteed herebysuch Obligations. Each Subsidiary Guarantor further agrees that, as between the Guarantorsit, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 7 6 hereof for the purposes of the Notes Guaranteeshereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby Guarantee Obligations, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 76 hereof, such obligations Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors such Subsidiary Guarantor for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes GuaranteesGuarantee.

Guarantees. Subject Crescent Operating acknowledges that CBHS has agreed to use its commercially reasonable best efforts to secure the full and complete release, prior to the limitations set forth in Section 11.04closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), the Guarantors hereby, jointly and severally, unconditionally Guarantee to each Holder of Notes and to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, if lawful, and all other obligations of guarantees (the Company to "Magellan Guarantees") by the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Sellers or any of such their affiliates of any indebtedness or obligations of CBHS or its affiliates (other obligations, that the same shall be promptly paid in full when due than CBHS) or performed in accordance with the terms any of the extension Subsidiaries or renewaltheir subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, subject prior to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event closing under the Company fails Purchase Agreement (and continuously thereafter if not released prior to make payment when due, subject to any applicable grace periodsuch closing), of any amount so Guaranteed and all obligations (the "Magellan Obligations") (i) of the Sellers or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that of their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor affiliates (other than the payment in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency Subsidiaries) under any agreement which was assigned to CBHS or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return its subsidiaries pursuant to the Company Contribution Agreement, dated as of June 16, 1997, by and among Magellan, Crescent Operating and CBHS, and under which the Sellers or any of their affiliates (other than the Guarantors, Subsidiaries) remain obligors or indemnitors in any Custodian manner and (ii) under any agreement of any of the Subsidiaries or other similar official acting in relation their subsidiaries (or under any contract assigned to either CBHS pursuant to the Company Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Guarantors, Subsidiaries) will remain obligors or indemnitors in any amount paid either manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the Trustee Purchase Agreement, to the knowledge, after reasonable inquiry, of those persons specified on Schedule 2.04(b) to the Purchase Agreement, is a list of all Magellan Guarantees and Magellan Obligations. To the extent, after the date hereof, the Sellers discover there are other Magellan Guarantees or Magellan Obligations not identified on Schedule 4.11 to the Purchase Agreement ("Unlisted Obligations"), the Sellers may request Crescent Operating to add any such Unlisted Obligation to such HolderSchedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Notes GuaranteesUnlisted Obligation, which shall be treated as if it had appeared on such Schedule 4.11 at the time of execution of this Agreement. Should Crescent Operating object to the addition of an Unlisted Obligation, Magellan may terminate any such Unlisted Obligation (and the related underlying obligations, if any); provided that such termination is permitted under the applicable contractual agreement; provided, further, that CBHS or its affiliates shall agree to such termination if permitted under such agreement or permitted by any third party to such agreement. Crescent Operating agrees that, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation Magellan Guarantee (listed on Schedule 4.11 to the Holders Purchase Agreement) of any such indebtedness or obligation or any Magellan Obligation (listed on Schedule 4.11 to the Purchase Agreement) is not fully and completely released on or before the closing under the Purchase Agreement, Crescent Operating will indemnify and hold harmless the Sellers and their respective affiliates and their successors and assigns from, against and in respect of any obligations Guaranteed hereby and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained in this Agreement, Crescent Operating shall have no obligation under this Section 3.3 unless and until payment the conditions set forth in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one handPurchase Agreement shall have been fulfilled or waived, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable all transactions contemplated by the Guarantors for the purpose of the Notes Guarantees. The Guarantors Purchase Agreement shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guaranteesbeen consummated.

Guarantees. Subject to the limitations set forth in Section 11.04, The Guarantees have been duly and validly authorized by the Guarantors herebyand, jointly when issued and severallyexecuted by the Guarantors, unconditionally Guarantee to each Holder of Notes will have been duly executed, authenticated, issued and to the Trustee delivered and their respective successors will constitute legal, valid and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, if lawful, and all other binding obligations of the Company Guarantors, entitled to the Holders benefit of the Indenture, and enforceable against the Guarantors in accordance with its terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the Trustee hereunder or thereunder shall discretion of the court before which any proceeding therefor may be promptly paid brought. When executed and delivered, the Guarantees will conform in full or performedall material respects to the descriptions thereof in the Time of Sale Document and the Final Offering Memorandum. The Exchange Guarantees have been duly and validly authorized by the Guarantors and, all when issued and executed by the Guarantors and upon the due execution and authentication of the Exchange Notes in accordance with the terms hereof Indenture and thereof; the issuance and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms delivery of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Exchange Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of Exchange Offer contemplated by the CompanyRegistration Rights Agreement, any right to require a proceeding first against the Company or another Guarantorwill have been duly executed, protestauthenticated, notice issued and all demands whatsoever delivered and covenant that the Notes Guarantees shall not be discharged except by complete performance of the will constitute legal, valid and binding obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian entitled to the benefit of the Indenture, and enforceable against the Guarantors in accordance with its terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar official acting laws now or hereafter in relation effect relating to either creditors’ rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the Company or any discretion of the Guarantors, court before which any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby proceeding therefor may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guaranteesbrought.

Guarantees. Subject From and after the Assumption Date, each of the undersigned (the "Subsidiary Guarantors") hereby jointly and severally unconditionally guarantees, to the limitations extent set forth in Section 11.04the Indenture dated as of July 9, 2002 by and among SOI Funding Corp., a Delaware corporation, as issuer (the "Company"), whose obligations thereunder have been assumed (or are being assumed) by Solutia Inc., a Delaware corporation, the Guarantors herebySubsidiary Guarantors, jointly as guarantors, and severallyHSBC Bank USA, unconditionally Guarantee as Trustee (as amended, restated or supplemented from time to each Holder of Notes time, the "Indenture"), and subject to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes Notes, when and as the same shall be promptly paid in full when due, subject to any applicable grace periodbecome due and payable, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on premium, if anyof, and premium and, to the extent permitted by law, interest, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders Noteholders or the Trustee hereunder or thereunder shall be promptly paid in full or performedTrustee, all in accordance with the terms hereof and thereof; set forth in Article Ten of the Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return Subsidiary Guarantors to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either Noteholders and to the Trustee or pursuant to such Holderthis Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, the Notes Guarantees, and reference is hereby made to the extent theretofore dischargedIndenture for the precise terms and limitations of this Guarantee. Each Holder of the Note to which this Guarantee is endorsed, by accepting such Note, agrees to and shall be reinstated in full force and effectbound by such provisions. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, [Signatures on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guarantees.Following Pages]

Guarantees. Subject to the limitations set forth in Section 11.04this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally Guarantee guarantees to each Holder of Notes a Note authenticated and delivered by the Trustee and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations obligations of the Company hereunder or thereunder, that: (a) the principal of, and premium, if any, of and interest and Special Interest, if any, on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase redemption or otherwise, and interest on the overdue principal and premium, if any of and interest on premiumand Special Interest, if any, and intereston the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, redemption, required purchase or repurchase acceleration or otherwise. In addition to the event foregoing, each Guarantor also agrees, unconditionally and jointly and severally with each other Guarantor, to pay any and all expenses (including, without limitation, counsel fees and expenses) incurred by the Company fails Trustee under this Indenture in enforcing any rights under a Subsidiary Guarantee with respect to make a Guarantor. Failing payment when due, subject to any applicable grace period, due of any amount so Guaranteed guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another GuarantorCompany, protest, notice and all demands whatsoever and covenant that the Notes Guarantees this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Indenture DocumentsNotes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company Company, the Guarantors or any of the Guarantorscustodian, or any Custodian trustee, liquidator or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid by either to the Trustee or to such Holder, the Notes Guaranteesthis Subsidiary Guarantee, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed guaranteed hereby until payment in full of all obligations Guaranteed guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed guaranteed hereby may be accelerated as provided in Article 7 6 hereof for the purposes of the Notes Guaranteesthis Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 76 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guaranteesthis Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes GuaranteesGuarantee.

Guarantees. Subject (a) The Guarantor hereby unconditionally and irrevocably guarantees to the limitations set forth in Section 11.04Administrative Agent, for the Guarantors hereby, jointly and severally, unconditionally Guarantee to each Holder ratable benefit of Notes and to the Trustee Lenders and their respective successors successors, indorsees, transferees and assigns, irrespective the prompt and complete payment and performance by TWC as and when due (whether at the stated maturity, by acceleration or otherwise) of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and Obligations. (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same This Guarantee shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, shall be reinstated remain in full force and effect. Each effect until the Obligations are paid in full. (c) The Guarantor agrees that whenever, at any time, or from time to time, it shall not be entitled to make any right of subrogation in relation payment to the Holders Administrative Agent or any Lender on account of its liability hereunder, it will notify the Administrative Agent and such Lender in respect writing that such payment is made under this Guarantee for such purpose. (d) Anything herein or in any other Credit Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Credit Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors. (e) No payment or payments made by the Borrower, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any other guarantor or any other Person by virtue of any obligations Guaranteed hereby until action or proceeding or any setoff or appropriation or payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby may Obligations shall be accelerated as provided in Article 7 for deemed to modify, reduce, release or otherwise affect the purposes liability of the Notes GuaranteesGuarantor hereunder who shall, notwithstanding any stay, injunction such payment or payments (other prohibition preventing such acceleration than payments made by the Guarantor in respect of the obligations Guaranteed hereby and (y) Obligations or payments received or collected from the Guarantor in respect of the event of any declaration of acceleration of such obligations as provided in Article 7Obligations), such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors remain liable for the purpose Obligations, up to the maximum liability of the Notes Guarantees. The Guarantors shall have Guarantor hereunder until 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 Trustee or the Holders under the Notes GuaranteesObligations are paid in full.

Guarantees. Subject (i) Each Guarantor hereby irrevocably guarantees the timely performance of all payment obligations of Dandin Holdings, LLC, a Nevada limited liability company (“Dandin”) to the limitations set forth in Section 11.04extent such payment obligations arise under this Agreement. If Dandin shall fail to timely perform any such payment obligation, then each such Guarantor shall perform or cause to be performed its payment obligation promptly following written notice from the Buyer specifying such failure. The Buyer may proceed to enforce its rights against one or more Guarantors hereby, jointly from time to time contemporaneously with or after its enforcement against any other Guarantor(s) and/or Dandin. This guarantee is absolute and severally, unconditionally Guarantee to unconditional and each Holder of Notes and to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, subject to Guarantor waives any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, if lawful, and all other obligations of the Company defenses specifically available only to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment performance in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant by Dandin) that the Notes Guarantees shall would not be discharged except by complete performance available to Dandin. The guarantee set forth in this Section 8(o) is a guarantee of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any payment and not merely of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, collection and shall be reinstated deemed a continuing and unlimited guarantee and shall remain in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to effect until the Holders in respect of any obligations Guaranteed hereby until payment satisfaction in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between of Dandin under this Agreement. (ii) The Parent hereby irrevocably guarantees the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity timely performance of all payment obligations of the Buyer to the extent such payment obligations Guaranteed hereby may arise under this Agreement. If the Buyer shall fail to timely perform any such payment obligation, then the Parent shall perform or cause to be accelerated as provided in Article 7 for performed its payment obligation promptly following written notice from the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing Sellers’ Representative specifying such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guaranteesfailure. The Guarantors shall have the right Sellers’ Representative may proceed to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair enforce the rights of the Trustee Sellers against the Parent from time to time contemporaneously with or after its enforcement against the Holders Buyer. This guarantee is absolute and unconditional and the Parent waives any and all defenses specifically available only to a guarantor (other than performance in full by the Buyer) that would not be available to the Buyer. The guarantee set forth in this Section 8(o) is a guarantee of payment and not merely of collection and shall be deemed a continuing and unlimited guarantee and shall remain in full force and effect until the satisfaction in full of all obligations of the Buyer under the Notes Guaranteesthis Agreement.

Guarantees. (a) Subject to the limitations set forth in Section 11.04provisions of this Article 13, the Guarantors herebyeach Subsidiary Guarantor, by execution of this Indenture, fully and unconditionally guarantees, jointly and severally, unconditionally Guarantee on a senior unsecured basis, to each Holder of Notes and to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunderHolder, that: : (ai) the principal of, premiumof (including the Fundamental Change Repurchase Price, if anyapplicable), premium and interest on, the Notes, and interest on the Notes payment and, if applicable, delivery of any consideration due upon conversion of the Notes, shall be promptly paid and, if applicable, delivered in full when due, subject to any applicable grace perioddue under this Indenture and the Notes, whether at Stated Maturitymaturity, by acceleration, redemptionupon repurchase, required purchase or repurchase upon conversion or otherwise, and interest on the overdue principal of (including the Fundamental Change Repurchase Price) and interest on premiumthe Notes (including any Deferred Additional Interest and interest accrued thereon), if any, and interest, if lawful, and all other payment and, if applicable, delivery obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid and, if applicable, delivered in full or performed, all in accordance with the terms hereof and thereof; and and (bii) in case of any extension of time of payment or, if applicable, delivery or renewal of any Notes or any of such other obligations, that the same shall be promptly paid and, if applicable, delivered in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, redemption, required purchase or repurchase upon conversion or otherwise. In the event the Company fails to make Failing payment or, if applicable, delivery when due, subject to any applicable grace period, due of any amount so Guaranteed guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay and, if applicable, deliver the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree Guarantees shall not be convertible and shall automatically terminate with respect to a given Note when such Note is converted. (b) Each Subsidiary Guarantor, by execution of this Indenture, agrees that their its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any such Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Note or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Company with respect to any provisions hereof or thereofthereto by the Holder of such Note, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a guarantor surety or such Subsidiary Guarantor. (other than the payment in full of the amounts Guaranteed). c) Each Subsidiary Guarantor hereby waives diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency insolvency, merger or bankruptcy of the Company, any right to require a proceeding first against the Company Company, protest or another Guarantor, protest, notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that the Notes Guarantees shall Guarantee will not be discharged as to any such Note except by complete performance of the obligations contained in the Indenture Documents. Notes and this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company Company, the Subsidiary Guarantors or any of the Guarantorscustodian, or any Custodian trustee, liquidator or other similar official acting in relation to either the Company or any of the Subsidiary Guarantors, any amount paid or, if applicable, delivered by either to the Trustee or to such Holder, the Notes Guaranteesthis Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. . (e) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantorssuch Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations Guaranteed guaranteed hereby may be accelerated as provided in Article 7 6 for the purposes of the Notes GuaranteesGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 76, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors each Subsidiary Guarantor for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes GuaranteesGuarantee.

Guarantees. Subject to the limitations set forth in Section 11.04this Article 8, each of the Guarantors hereby, jointly and severally, unconditionally Guarantee guarantees to each Holder of Notes a Note authenticated and delivered by the Trustee and to the Trustee and their respective its successors and assigns, irrespective of the validity and enforceability of the Indenture, this First Supplemental Indenture, the Notes or the Obligations obligations of the Company Issuers hereunder or thereunder, that: (a) the principal of, of premium, if any, and interest on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption, required purchase or repurchase redemption or otherwise, and interest on the overdue principal of and interest on premiumthe Notes, if any, and interest, if lawful, and all other obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, redemption, required purchase or repurchase acceleration pursuant to Section 6.02 hereof or otherwise. In the event the Company fails to make Failing payment when due, subject to any applicable grace period, due of any amount so Guaranteed guaranteed or any performance so Guaranteed guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Each Guarantor hereby agree agrees that their its obligations hereunder with regard to this Note Guarantee shall be joint and several, unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or the obligations of the Issuers under the Indenture, this First Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company Issuers or any Guarantorother obligor with respect to the Indenture, this First Supplemental Indenture, the Notes or the obligations of the Issuers under the Indenture, this First Supplemental Indenture or the Notes, any action to enforce the same or any other circumstance circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed)Guarantor. Each Guarantor hereby further, to the extent permitted by law, waives diligenceand relinquishes all claims, presentmentrights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, demand of paymentrights or remedies, filing of claims with a court in the event of insolvency or bankruptcy of the Company, including but not limited to: (a) any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such HolderTrustee, the Notes Guarantees, to the extent theretofore discharged, 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 in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guarantees.Issuers (each a "Benefited Party"),

Guarantees. Subject to the limitations set forth in Section 11.04, the Guarantors hereby, jointly and severally, unconditionally Guarantee to each Holder of Notes and to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: (a) The Buyers shall use their reasonable ---------- best efforts to cause themselves or one or more of their respective Affiliates to be substituted in all respects for SCL or its Affiliates (other than the principal ofSpirits Subsidiaries), premium, if anyas applicable, and interest for SCL or its Affiliates (other than the Spirits Subsidiaries), as applicable, to be otherwise removed or released, effective as of the Closing, in respect of all obligations of SCL or its Affiliates (other 57 than Spirits Subsidiaries), as applicable, under each of the guarantees, indemnities, surety bonds, letters of credit and letters of comfort given or obtained by SCL or its Affiliates (other than the Spirits Subsidiaries), as applicable, for the benefit of the Business or the Spirits Subsidiaries, including the guarantees set forth on Schedule 6.9(a)(i), but excluding SCL's guarantee of the Notes shall be promptly paid in full when dueJES Public Indebtedness, subject to any applicable grace periodthe QUIDS and the ACES (collectively, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwisethe "SCL GUARANTEES"), and interest on the overdue principal of and interest on premium, if any, and interest, if lawful, and for all other obligations of the Company SCL or its Affiliates (other --------------- than Spirits Subsidiaries), as applicable, in respect thereof to be terminated, with, in each case, such substitution, removal, release and termination to be in form and substance reasonably satisfactory to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and Seller. (b) in case of If the Buyers and SCL have been unable to effect any extension of time of payment or renewal of any Notes or any of such other obligationssubstitution, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewalremoval, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly release and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder termination with respect to any provisions hereof or thereofsuch SCL Guarantee effective as of the Closing, each of the recovery Buyers agrees that after the Closing it shall use its reasonable best efforts to effect such substitution, removal and release and termination as soon as reasonably practicable. Each of the Buyers agrees to indemnify, pro rata in proportion to the Buyer A Proportion and the Buyer B Proportion, and hold the Seller and its Affiliates (other than Spirits Subsidiaries), as applicable, harmless from and against and in respect of any judgment against and all Losses and settlements incurred by the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor Seller and its Affiliates (other than the payment in full of the amounts GuaranteedSpirits Subsidiaries). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guaranteesas applicable, to the extent theretofore dischargednot caused by or resulting from any actions of the Seller or its Affiliates, after the Closing under or pursuant to any such SCL Guarantee or SCL's guarantee of any JES Public Indebtedness, QUIDS and ACES which remain outstanding as of the Closing. (c) The Seller shall use its reasonable best efforts to cause itself or one or more of its Affiliates (other than the Spirits Subsidiaries) to be reinstated substituted in full force all respects for the Spirits Subsidiaries and effect. Each Guarantor for the Spirits Subsidiaries to be otherwise removed or released, effective as of the Closing, in respect of all obligations of the Spirits Subsidiaries under each of the guarantees, indemnities, surety bonds, letters of credit and letters of comfort obtained by the Spirits Subsidiaries for the benefit of the Seller or its Affiliates (other than the Spirits Subsidiaries), including the guarantees set forth on Schedule 6.9(c) (collectively, the "SPIRITS SUBSIDIARY GUARANTEES") and ----------------------------- for all obligations of the Spirits Subsidiaries in respect thereof to be terminated, with, in each case, such substitution, removal, release and termination to be in form and substance reasonably satisfactory to the Buyers. (d) If the Seller has been unable to effect any such substitution, removal, release and termination with respect to any such Spirits Subsidiary Guarantee effective as of the Closing, the Seller agrees that after the Closing it shall not be entitled use its reasonable best efforts to any right of subrogation in relation effect such substitution, removal and release and termination as soon as possible. The Seller agrees to indemnify and hold the Holders Buyers and their respective Affiliates (including the Spirits Subsidiaries), as applicable, harmless from and against and in respect of any obligations Guaranteed hereby until payment in full of and all obligations Guaranteed hereby. Each Guarantor further agrees thatLosses, claims, judgments and settlements incurred by the Buyers and their respective Affiliates (including the Spirits Subsidiaries), as between applicable, after the Guarantors, on Closing under or pursuant to any such Spirits Subsidiary Guarantee. (e) The parties shall cooperate with each other to effect the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided substitutions referred to in Article 7 for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Notes Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Notes Guaranteesthis Section 6.9.