Common use of Guarantees Clause in Contracts

Guarantees. Crescent Operating acknowledges that CBHS has agreed to use its commercially reasonable best efforts to secure the full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummated.

Guarantees. Crescent Operating acknowledges that CBHS has agreed If Guarantees have been provided for any particular series of Securities pursuant to use Section 2.01, each applicable Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each holder of Securities of such series, to the Trustee and its commercially reasonable best efforts to secure successors and assigns: (a) the full and complete releasepunctual payment of all of the principal of, prior and any premium and interest on, the Securities of such series when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuers under this Indenture and the Securities of such series; and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuers under this Indenture with respect to the closing Securities of such series and under the Purchase Agreement Securities of such series (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and continuously thereafter if not released prior to that such closing), Guarantor will remain bound under this Article XIII notwithstanding any extension or renewal of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS Guaranteed Obligation. In addition, if Guarantees have been provided pursuant to the Purchase AgreementSection 2.01 for a particular series of Securities, each applicable Guarantor waives: (1) presentation to, demand of, payment from and to secure full and complete release, prior protest to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement Issuers of any of the Subsidiaries Guaranteed Obligations and also waives notice of protest for non-payment; and (2) notice of any default under the Securities of such series or the Guaranteed Obligations, and agrees that the holders of such Securities may exercise their subsidiaries rights of enforcement under its Guarantee without first exercising their rights of enforcement directly against the Issuers. The obligations of each Guarantor hereunder shall not be affected by: (a) the failure of any holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person under this Indenture, the Securities or any contract assigned to CBHS pursuant to other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the Purchase Agreementterms or provisions of this Indenture, the Securities or any other agreement; (d) and under which the Sellers release of any security held by any holder or the Trustee for the Guaranteed Obligations or any of their affiliates them; (e) the failure of any holder or the Trustee to exercise any right or remedy against any other than Guarantor of the SubsidiariesGuaranteed Obligations; or (f) will remain obligors any change in the ownership of such Guarantor. If Guarantees have been provided for a particular series of Securities pursuant to Section 2.01, each applicable Guarantor further agrees that its Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any holder or indemnitors the Trustee to any security held for payment of the Guaranteed Obligations. If Guarantees have been provided for a particular series of Securities pursuant to Section 2.01, and except as expressly set forth in Sections 13.02 and 13.06, the obligations of each applicable Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner after or to any extent vary the closing under risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. If Guarantees have been provided for a particular series of Securities pursuant to Section 2.01, each applicable Guarantor further agrees that its Guaranteed Obligations herein shall continue to be effective or be reinstated, as the Purchase Agreementcase may be, if at any time payment, or any part thereof, of principal of, or premium or interest on, any Guaranteed Obligation is rescinded or must otherwise be restored by any holder of Securities or the Trustee upon the bankruptcy or reorganization of an Issuer or otherwise. Set forth on Schedule 4.11 In furtherance of the foregoing and not in limitation of any other right which any Securityholder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuers to pay the Purchase Agreementprincipal of, or premium or interest on, any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the knowledge, after reasonable inquiry, of those persons specified on Schedule 2.04(b) Securityholders or the Trustee an amount equal to the Purchase Agreement, is a list sum of: (1) the unpaid amount of all Magellan Guarantees such Guaranteed Obligations; (2) accrued and Magellan Obligations. To the extent, after the date hereof, the Sellers discover there are other Magellan Guarantees or Magellan unpaid interest on such Guaranteed Obligations not identified on Schedule 4.11 (but only to the Purchase Agreement extent not prohibited by law); and ("Unlisted Obligations"), 3) all other monetary Guaranteed Obligations of the Sellers may request Crescent Operating to add any such Unlisted Obligation to such Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 Issuers to the addition of an Unlisted Obligation, Magellan may terminate any such Unlisted Obligation (Securityholders 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 agreementTrustee. Crescent Operating Each Guarantor agrees that, to as between it, on the extent one hand, and the Securityholders and the Trustee, on the other hand: (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article VI for the purposes of such Guarantor’s Guarantee herein, notwithstanding any Magellan Guarantee (listed on Schedule 4.11 to the Purchase Agreement) of any stay, injunction or other prohibition preventing 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 acceleration in respect of the Guaranteed Obligations; and (y) in the event of any declaration of acceleration of such Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. If Guarantees have been provided for a particular series of Securities pursuant to Section 2.01, each applicable Guarantor also agrees to pay any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines costs and expenses (including reasonable fees and expenses of attorneys and other judgments (at equity agents) incurred by the Trustee or at law) and damages whenever arising or incurred (including, without limitation, amounts paid any Securityholder 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 enforcing any rights under this Section 3.3 unless and until the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedSection.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) The obligations of the Issuers pursuant to use its commercially reasonable best efforts to secure the full this Note, including any repurchase obligation resulting from a Change of Control, are hereby unconditionally guaranteed, jointly and complete releaseseverally, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing)on an unsecured, of any and all guarantees (the "Magellan Guarantees") subordinated basis, by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates Parent Guarantor and each Subsidiary (other than CBHSa Foreign Subsidiary) or any of the Subsidiaries or Company that guarantees the Company’s obligations under the Indenture (each, a “Subsidiary Guarantor” and, collectively with the Parent Guarantor, together with their subsidiaries respective successors and permitted assigns, the “Guarantors”). Notwithstanding the foregoing, if at any time any Subsidiary (or other than a Foreign Subsidiary) that is not a guarantor under any contract assigned to CBHS the Indenture shall become a guarantor under the Indenture pursuant to the Purchase Agreementterms thereof, then the Company shall within 20 days cause such Subsidiary to become a Subsidiary Guarantor under this Note. (b) and to secure full and complete release, prior to Upon the closing occurrence of the guarantee by any Restricted Subsidiary of the obligations of the Company under the Purchase Agreement Indenture that is, pursuant to Section 14(a), required thereby to provide a Guarantee of this Note, the Company will cause each such Restricted Subsidiary to either execute this Note or a guarantee supplement substantially in the form of Exhibit A hereto (and continuously thereafter if not released prior to with such closingdocumentation relating thereto as the Holder may reasonably require), pursuant to which such Subsidiary will become a Guarantor; provided, however, that the guarantee provided by any Guarantor in respect of any and all obligations (the "Magellan Obligations") Indenture shall be (i) of the Sellers or any of their affiliates (other than the Subsidiaries) pari passu with its Guarantee under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner this Note and (ii) subordinated to its guarantee with respect to any Credit Agreement pursuant to subordination provisions substantially as contained in Section 15 hereof. (c) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to the Holder (including its successors and assigns) (i) the full and punctual payment when due, whether at stated maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers under this Note, whether for payment of principal of, premium, if any, or interest on in respect of this Note and all other monetary obligations of the Issuers under this Note and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers whether for fees, expenses, indemnification or otherwise under this Note (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Section 14 notwithstanding any agreement extension or renewal of any Guaranteed Obligation. (d) To the extent permitted by applicable law, each Guarantor waives presentation to, demand of payment from and protest to the Issuers of any of the Subsidiaries Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under this Note or their subsidiaries the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of the Holder to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person under this Note or any contract assigned other agreement or otherwise; (ii) any extension or renewal of this Note or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Note or any other agreement; (iv) the release of any security held by the Holder for the Guaranteed Obligations or any Guarantor; (v) the failure of the Holder to CBHS pursuant exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 6(e). (e) To the extent permitted by applicable law, each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Purchase AgreementGuarantors, if applicable, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuers first be used and depleted as payment of the Issuers’ or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuers be sued prior to an action being initiated against such Guarantor. (f) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and under which waives any right to require that any resort be had by the Sellers or Holder to any security held for payment of their affiliates the Guaranteed Obligations. (other than the Subsidiariesg) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the Purchase Agreement, to the knowledge, after reasonable inquiry, The Guarantee 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 thateach Guarantor is, to the extent any Magellan Guarantee (listed on Schedule 4.11 and in the manner set forth in Section 15, subordinated and subject in right of payment to the Purchase Agreementprior payment in full of the principal of and premium, if any, and interest on all Senior Debt of the relevant Guarantor and is made subject to such provisions of this Note. (h) Except as expressly set forth in Sections 14(m) and 14(r), the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of the Holder to assert any claim or demand or to enforce any remedy under this Note or any other agreement, by any waiver or modification of any such indebtedness thereof, by any default, failure or obligation delay, willful or otherwise, in the performance of the obligations, or by any Magellan other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (i) In furtherance of the foregoing and not in limitation of any other right which the Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuers to pay the principal of or interest on any Guaranteed Obligation (listed on Schedule 4.11 when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Holder, forthwith pay, or cause to be paid, in cash, to the Purchase AgreementHolder an amount equal to the sum of (i) is the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not fully prohibited by applicable law) and completely released on or before (iii) all other monetary obligations of the closing under Issuers to the Purchase Agreement, Crescent Operating will indemnify Holder and hold harmless the (j) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Sellers and their respective affiliates and their successors and assigns from, against and Holder in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations and all claimsobligations to which the Guaranteed Obligations are subordinated as provided in Section 15. Each Guarantor further agrees that, liabilitiesas between it and the Holder, obligations(i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Section 11 for the purposes of any Guarantee herein, lossesnotwithstanding any stay, costsinjunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, expensesand (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 11, penalties, fines such Guaranteed Obligations (whether or not due and other judgments payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 14. (at equity or at lawk) Each Guarantor also agrees to pay any and damages whenever arising or incurred all costs and expenses (including, without limitation, amounts paid in settlement, costs of investigation and including reasonable attorneys' ’ fees and expenses) arising out of or relating to incurred by the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained Holder in this Agreement, Crescent Operating shall have no obligation enforcing any rights under this Section 3.3 unless 14. (l) Upon request of the Holder, each Guarantor shall execute and until deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedpurpose of this Note.

Guarantees. Crescent Operating acknowledges that CBHS has agreed to use its commercially reasonable best efforts to secure the full (a) From and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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, Buyer Parent hereby irrevocably and unconditionally guarantees the Sellers discover there are other Magellan Guarantees due and punctual payment and performance by Buyer (which term shall include any assignees of any of its obligations under this Agreement) of all of its obligations under Sections 2.5 thru 2.11, Article IX and Section 11.11 of this Agreement (“Buyer Guaranteed Obligations”) when the same shall become due, in each case after any applicable grace periods or Magellan Obligations not identified on Schedule 4.11 notice requirements, according to the Purchase terms of this Agreement ("Unlisted Obligations"the “Buyer Parent Guaranty”), the Sellers may request Crescent Operating to add any such Unlisted Obligation to such Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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, furtherhowever, that CBHS Buyer Parent shall not be liable to make any payment until two Business Days following receipt by Buyer Parent of written notice from Seller that a payment or other amount is due thereunder. Buyer Parent hereby agrees that its affiliates obligations hereunder shall agree to such termination if permitted under such agreement be unconditional, irrespective of the validity or permitted by enforceability of this Agreement against Buyer, any third party to such agreement. Crescent Operating agrees thatchange therein or amendment thereto, to the extent any Magellan Guarantee (listed on Schedule 4.11 to the Purchase Agreement) absence of any such indebtedness or obligation action to enforce or any Magellan Obligation waiver of any default in respect of the same, the recovery of any judgment against Buyer or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however, that (listed on Schedule 4.11 to the Purchase Agreementi) is not fully and completely released on or before the closing Buyer Parent’s obligations under the Purchase AgreementBuyer Parent Guaranty shall be subject to defenses available to Buyer, Crescent Operating other than the bankruptcy or insolvency of any of Buyer or the validity or enforceability of the obligations of Seller, and (ii) nothing contained herein shall be construed to be a waiver by Buyer Parent of notice to Buyer Parent required pursuant to this Section 11.16(a) or Section 11.1 hereof with respect to this Agreement and the obligations evidenced hereby. Buyer Parent covenants that the Buyer Parent Guaranty will indemnify not be discharged except by complete performance of the Buyer Guaranteed Obligations and hold harmless the Sellers and their respective affiliates and their successors and assigns from, against and Buyer Parent’s obligations under this Section 11.16(a). (i) Buyer Parent shall be subrogated to all rights of Seller in 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 by Seller pursuant to the Magellan Guarantees provisions of the Buyer Parent Guaranty. (ii) The Buyer Parent Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any amount owed to Seller under the Buyer Parent Guaranty or the Buyer Guaranteed Obligations is rescinded or must otherwise be returned by Seller upon the insolvency, bankruptcy or reorganization of Buyer Parent, Buyer or otherwise, all as though such payment had not been made. (iii) The Buyer Parent Guaranty shall be construed and Magellan enforced in accordance with, and governed by, the Laws of the State of New York. (b) Effective only from and after the occurrence of a Seller Insolvency Event, GE hereby irrevocably and unconditionally guarantees the due and punctual payment and performance by Seller (which term shall include any assignees of any of its obligations under this Agreement) of all of its obligations under Article IX of this Agreement (“Seller Guaranteed Obligations. Notwithstanding anything ”) when the same shall become due, in each case after any applicable grace periods or notice requirements, according to the contrary terms of this Agreement (the “GE Guaranty”); provided, however, that GE shall not be liable to make any payment until two Business Days following receipt by GE of written notice from Buyer that a payment or other amount is due thereunder. Except as otherwise provided in the immediately preceding sentence, GE hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity or enforceability of this Agreement against Seller, any change therein or amendment thereto, the absence of any action to enforce or any waiver of any default in respect of the same, the recovery of any judgment against Seller or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however, that (i) GE’s obligations under the GE Guaranty shall be subject to defenses available to Seller, other than the bankruptcy or insolvency of any of Seller or the validity or enforceability of the obligations of Buyer, and (ii) nothing contained in herein shall be construed to be a waiver by GE of notice to GE required pursuant to this Agreement, Crescent Operating shall have no obligation Section 11.16(b) or Section 11.1 hereof with respect to this Agreement and the obligations evidenced hereby. GE covenants that the GE Guaranty will not be discharged except by complete performance of Seller Guaranteed Obligations and GE’s obligations under this Section 3.3 unless 11.16(b). (i) GE shall be subrogated to all rights of Buyer in respect of any amounts paid by GE pursuant to the provisions of the GE Guaranty. (ii) The GE Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any amount owed to Buyer under the GE Guaranty or the Seller Guaranteed Obligations is rescinded or must otherwise be returned by Buyer upon the insolvency, bankruptcy or reorganization of GE, Seller or otherwise, all as though such payment had not been made. (iii) The GE Guaranty shall be construed and until the conditions set forth enforced in the Purchase Agreement shall have been fulfilled or waivedaccordance with, and all transactions contemplated by governed by, the Purchase Agreement shall have been consummated.Laws of the State of New York. [Signature Page Follows]

Guarantees. Crescent Operating acknowledges that CBHS has agreed to use its commercially reasonable best efforts to secure Holdings, in consideration of the full Purchaser’s entering into this Agreement and complete releasepurchasing Notes, prior unconditionally and irrevocably guarantees to the closing under the Purchase Agreement (Purchaser and continuously thereafter if not released prior each and every holder from time to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement time of any of the Subsidiaries Notes the due and punctual payment of all sums which may become due or their subsidiaries (be stated in the Notes or under any contract assigned in this Agreement to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing become due under the Purchase Agreement. Set forth on Schedule 4.11 to terms and provisions of the Purchase Agreement, to Notes and this Agreement in respect of the knowledge, after reasonable inquiry, principal 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 obligationsprepayment charge, if any); provided that such termination is permitted under , and interest on the applicable contractual agreement; providedNotes (including interest on any overdue principal, furtherprepayment charge, 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 thatany, and, to the extent permitted by applicable law, on any Magellan Guarantee (listed on Schedule 4.11 overdue interest), whether at stated maturity, by acceleration, by notice of prepayment or otherwise, and all other sums which may become due from the Borrower or be stated to be or become so due under the Notes or this Agreement. Holdings further guarantees to the Purchase Purchasers and each holder as aforesaid the due performance and observance by the Borrower of all covenants, agreements and conditions on the Borrower’s part to be performed under this Agreement and any other document from time to time delivered by the Borrower pursuant to this Agreement) of any such indebtedness or obligation or any Magellan Obligation (listed on Schedule 4.11 . Holdings further guarantees to the Purchase AgreementPurchasers and each holder as aforesaid payment of all other amounts payable by the Borrower under this Agreement or the Notes, including costs, expenses (including fees and expenses of counsel) is not fully and completely released on or before taxes (such principal, prepayment charge, if any, interest and other obligations guaranteed as aforesaid being hereinafter collectively called the closing under “Obligations” and to 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 extent lawful agrees to pay any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments expenses (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' including fees and expensesexpenses of counsel) arising out incurred by each holder of or relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained any Note in enforcing any rights in connection with this Agreement, Crescent Operating shall have no obligation under this Section 3.3 unless and until the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedSection.

Guarantees. Crescent Operating acknowledges that CBHS has agreed to use its commercially reasonable best efforts to secure the full and complete release, prior (a) Subject to the closing under provisions of this Article X, each Guarantor, jointly and severally, irrevocably and unconditionally guarantees to each Holder of Notes and to the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any Trustee on behalf of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") Holders: (i) the due and punctual payment in full of principal of and interest on the Sellers Notes when due, whether at stated maturity, upon acceleration, redemption or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and otherwise; (ii) under any agreement the due and punctual payment in full of any interest on the overdue principal of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 thatand, to the extent any Magellan Guarantee permitted by law, interest on the Notes; and (listed on Schedule 4.11 iii) the due and punctual payment of all other Obligations of the Company and the other Guarantors to the Purchase Agreement) of any such indebtedness Holders or obligation the Trustee hereunder 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 AgreementNotes, 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 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 settlementthe payment of fees, costs expenses, indemnification or other amounts. In case of investigation 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 pay any such other Obligation, each Guarantor agrees to cause any such payment to be made punctually when due, whether at stated maturity, upon acceleration, redemption or otherwise, and as if such payment were made by the Company and to perform any such other Obligation of the Company immediately. Each Guarantor further agrees to pay any and all expenses (including reasonable attorneys' counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under these Guarantees. The Guarantees under this Article X are guarantees of payment and not of collection. (b) Each of the Company and the Guarantors waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company or any other Guarantor, any right to require a proceeding first against the Company or any other Guarantor, protest or notice with respect to the Notes and all demands whatsoever, and covenants that these Guarantees shall not be discharged except by complete performance of the Obligations contained in the Notes and in this Indenture, or as otherwise specifically provided therein or herein. (c) Each Guarantor waives and relinquishes: (i) any right to require the Trustee, the Holders or the Company (each, a "Benefited Party") 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 incurrence 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 of the Company, any Benefited Party, any creditor of the Guarantors, the Company or the Subsidiaries of the Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby 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 amount nor in other respects more burdensome than that of the principal; (vi) any defense arising out 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 such Guarantor, on the one hand, and Holders and the Trustee, on the other hand: (i) for purposes of the relevant Guarantee, the maturity of the Obligations Guaranteed by such Guarantee may be accelerated as provided in Article VI, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (ii) in the event of any acceleration of such 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 case may be, if at any time any payment, or any part thereof, of principal of or relating interest on any of the Notes 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 be subrogated to all rights of the Holders against the Company in respect of any amounts paid by such Guarantor pursuant to the Magellan provisions of the Guarantees and Magellan Obligations. Notwithstanding anything or this Indenture; provided, however, that a Guarantor shall not be entitled to the contrary contained in this Agreement, Crescent Operating shall have no obligation under this Section 3.3 unless and enforce or to receive any payments until the conditions set forth in the Purchase Agreement principal of and interest on all Notes issued hereunder shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedpaid in full.

Guarantees. Crescent Operating (a) Each of the Loan Guarantors hereby acknowledges that CBHS has agreed to use its commercially reasonable best efforts to secure the full and complete release, prior agrees to the closing continuing authenticity and enforceability of each of the Guarantees notwithstanding the agreements set forth herein. Each of the Loan Guarantors hereby ratify and reaffirm each of the Guarantees in their entirety, confirm the continuing validity of each of the Guarantees and agree that each of the Guarantees shall remain in full force and effect until the Obligations have been paid in full in cash to the Lenders and all remaining obligations of the Loan Parties to the Administrative Agent and the Lenders under the Purchase Agreement Loan Documents and this First Amendment have been performed to the Administrative Agent’s and the Lenders’ satisfaction. The Guarantees are incorporated herein by reference. (b) Each of the Loan Guarantors agrees that, as of the date hereof, it has no claims or defenses of any kind by way of offset or otherwise to the payment and continuously thereafter if not released prior satisfaction in full of the Obligations to the Administrative Agent or the Lenders pursuant to each of the Guarantees. To the extent that any such closing)claim or defense may presently exist or may arise in the future, each of the Loan Guarantors expressly waive any and all guarantees claims or defenses against any of the Released Parties that now or hereafter exist by reason of, among other things, and without limitation: (a) any and all amendments or modifications of any document or instrument; (b) any and all alterations, accelerations, extensions or other changes in the "Magellan Guarantees"time or manner of payment or performance of the Obligations; (c) by any and all increases or decreases in the Sellers rate of interest or other charges; (d) the release, substitution or addition of any collateral or any shareholder of their affiliates the corporation; (e) any failure of Administrative Agent to give notice of default to the Loan Parties; (f) any indebtedness failure of the Administrative Agent or obligations of CBHS or its affiliates (other than CBHS) the Lenders to pursue the Loan Parties or any of the Subsidiaries Loan Parties’ property with due diligence; or their subsidiaries (g) any failure of the Administrative Agent or under any contract assigned the Lenders to CBHS pursuant resort to the Purchase Agreement) and Collateral or to secure full and complete release, prior remedies which may be available to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedit.

Guarantees. Crescent Operating acknowledges that CBHS has agreed 26.1 As guarantee for the fulfillment of the Lessee's obligations under this Agreement and in accordance with the Management Agreement, the Lessee undertakes to use its commercially reasonable best efforts provide the Lessor, at the date of the providing of the permission, with a bank guarantee of an Israeli bank, in the wording as attached in Appendix H/1 of this Agreement, as detailed below (hereinafter: the "Guarantee"): 26.1.1 The Guarantee will be an index-linked, autonomous and unconditional bank guarantee which may be endorsed to secure a lessor who will step into the full and complete releaseshoes of the Lessor in the event of the sale of rights, prior drawn up to the closing order of the Lessor and which may be forfeited in full or in installments, at any time, and duly stamped. 26.1.2 The Guarantee will be in an amount equivalent to the Rent for a number of months of rent plus Linkage Differences according to the rate at the Delivery Date, plus Value Added Tax, as detailed in the Special Conditions Appendix. 26.1.3 The validity of the Guarantee will be up until three months after the end of the Lease Term. Should the Agreement grant the Lessee with a right to extend the Lease Term for Additional Lease Terms and the Lessee has taken advantage of the right to extend the lease, the Lessee will extend the validity of the above said Guarantee by no later than the date of the start of the Additional Lease Term and will update its rate as required under the Purchase terms of the lease extension. 26.1.4 All expenses involved in the issuing of the Guarantee, including commissions, expenses, etc., will apply to the Lessee only. 26.1.5 The Lessor may seize the Guarantee or part thereof, at its sole discretion, in any event of a fundamental breach of the Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (and/or the "Magellan Guarantees") Management Agreement by the Sellers or Lessee and/or in any event where the Lessor and/or the Management Company is owed any monies by the Lessee which has not been paid on time. For the avoidance of their affiliates doubt, it is hereby clarified that the Lessor will not be entitled to realize the bank guarantee unless it has provided written warning of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any 14 days where the breach has been amended on time, the bank guarantee will not be realized for that breach. 26.2 The non-providing of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete releaseGuarantee as detailed in this Section, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 including completing it ("Unlisted Obligationstopping up"), in the Sellers may request Crescent Operating event that it has been realized, will be deemed to add any such Unlisted Obligation to such Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted Obligation, which shall be treated as if it had appeared on such Schedule 4.11 at the time of execution a fundamental breach of this Agreement. Should Crescent Operating object Agreement and will vest the Lessor with the right to cancel the addition Agreement and/or to postpone the Delivery Date of an Unlisted ObligationPossession in the Leased Premises until the providing of the Guarantee, Magellan may terminate any without such Unlisted Obligation (and derogate from the related underlying obligations, if any); provided that such termination is permitted Lessee's obligations 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 fromincluding its obligation to pay Rent, against and in respect of any Management Fees 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 payments which it must pay under this Agreement, Crescent Operating shall have no obligation and without derogating from any other relief available to the Lessor under this Section 3.3 unless Agreement and/or under any law. 26.3 In any event where the above said Guarantee, or part thereof, has been realized, the Lessee must complete ("top up") the Guarantee and until provide the conditions set forth in Lessor, within 7 days from the Purchase Agreement shall have been fulfilled or waivedsaid realization date, and all transactions contemplated by with a new bank guarantee at the Purchase Agreement shall have been consummatedrate of the forfeited (seized) amount.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Charter LLC agrees to use its commercially reasonable best efforts to secure the full and complete release, prior to the closing under the Purchase Agreement Closing (and continuously thereafter if not released prior to such closingClosing), of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS Charter LLC or its affiliates (other than CBHSCharter Inc.) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS Purchaser pursuant to the Purchase this Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement Closing (and continuously thereafter if not released prior to such closingClosing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS Charter LLC or its subsidiaries pursuant to the Contribution Agreement, dated as of June 16, 1997, by and among Magellan, Crescent Operating and CBHS, Agreement and under which the Sellers or any of their affiliates (other than the Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS Purchaser pursuant to the Purchase this Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase AgreementClosing. Set forth on Schedule 4.11 to the Purchase Agreement4.11, to the knowledge, Sellers' 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 Purchaser to add any such Unlisted Obligation to such Schedule 4.11. If Crescent Operating Purchaser agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 Purchaser 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, provided further that CBHS Charter LLC or its affiliates shall agree to such termination if permitted under such agreement or permitted by any third party to such agreement. Crescent Operating Charter LLC agrees that, to the extent any Magellan Guarantee (listed on Schedule 4.11 to the Purchase Agreement4.11) of any such indebtedness or obligation or any Magellan Obligation (listed on Schedule 4.11 to the Purchase Agreement4.11) is not fully and completely released on or before the closing under the Purchase AgreementClosing, Crescent Operating Charter LLC will indemnify and hold harmless the Sellers and their respective affiliates and their successors and assigns from, against and in 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 Magellan Guarantees and Magellan Obligations. Notwithstanding anything The limitations on the amount 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 Subsidiaries, or of any pledge of the stock or assets of the Subsidiaries, with regard to existing or new Magellan credit facilities or other indebtedness or refinancings thereof (the "Subsidiary Pledges and Guarantees"). Magellan agrees that to the contrary contained in this Agreementextent any Subsidiary Pledges and Guarantees are not fully and completely released on or before Closing, Crescent Operating shall have no obligation under this Section 3.3 unless Magellan will indemnify and until the conditions set forth in the Purchase Agreement shall have been fulfilled or waivedhold harmless Purchaser and its respective affiliates and their successors and assigns from, against and respect of any and all transactions contemplated by 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 Purchase Agreement Subsidiary Pledges and Guarantees. The limitations on the amount of indemnification specified in Article VI shall have been consummatednot apply to this provision.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Each Guarantor hereby jointly and severally irrevocably and unconditionally guarantees as a primary obligor and not merely as a surety on a senior basis to use each Holder and to the Indenture Trustee and its commercially reasonable best efforts to secure successors and assigns (i) the full and complete releasepunctual payment when due, prior whether at the Final Maturity Date, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the closing under Indenture Trustee and the Purchase Agreement (and continuously thereafter Notes, whether for payment of principal of, or premium, if not released prior to such closing)any, of any or interest on, the Notes and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or other monetary obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or Issuer under any contract assigned to CBHS pursuant to this Indenture and the Purchase Agreement) and to secure full and complete releaseNotes, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer, whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 9 notwithstanding any agreement extension or renewal of any Guaranteed Obligation. The Guaranteed Obligations of a Guarantor will be secured by security interests (subject to Permitted Liens) in the Collateral owned by such Guarantor to the extent provided for in the Security Documents and as required pursuant to Sections 4.08 and 4.09. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Subsidiaries Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or their subsidiaries the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Indenture Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes, any contract assigned Security Document, or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes, any Security Document or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes, any Security Document or any other agreement; (iv) the release of any security held by any Holder or the Indenture Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or the Indenture Trustee to CBHS pursuant exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 9.02(b). (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Purchase AgreementGuarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer or any other Guarantor first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Indenture Trustee to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Sections 7.01 and 9.02, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Indenture Trustee to assert any claim or demand or to enforce any remedy under which this Indenture, the Sellers Notes, any Security Document or any other agreement, by any waiver or modification of their affiliates (any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other than the Subsidiaries) will remain obligors act or indemnitors thing or omission or delay to do any other act or thing which may or might in any manner after or to any extent vary the closing under risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (f) Except as expressly set forth in Sections 7.01 and 9.02, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Purchase AgreementGuaranteed Obligations. Set Except as expressly set forth in Sections 7.01 and 9.02, each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on Schedule 4.11 any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Indenture Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Indenture Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the Purchase Agreementprincipal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Indenture Trustee in accordance with this Indenture, forthwith pay, or cause to be paid, in cash, to the knowledge, after reasonable inquiry, of those persons specified on Schedule 2.04(b) Holders or the Indenture Trustee an amount equal to the Purchase Agreementsum of (i) the unpaid principal amount of such Guaranteed Obligations, is a list of all Magellan Guarantees (ii) accrued 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted Obligation, which shall be treated as if it had appeared unpaid interest 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 Guaranteed Obligations (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, but only to the extent any Magellan Guarantee not prohibited by applicable law) and (listed on Schedule 4.11 iii) all other monetary obligations of the Issuer then due to the Purchase AgreementHolders or the Indenture Trustee in respect of the Guaranteed Obligations. (h) Each Guarantor agrees that it shall not be entitled to any right of any such indebtedness or obligation or any Magellan Obligation (listed on Schedule 4.11 subrogation in relation 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 Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Indenture Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 5 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 5, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 9.01. (i) Each Guarantor also agrees to pay any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines costs and other judgments expenses (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and including reasonable attorneys' ’ fees and expenses) arising out of incurred by the Indenture Trustee or relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained any Holder in this Agreement, Crescent Operating shall have no obligation enforcing any rights under this Section 3.3 unless 9.01. (j) Upon request of the Indenture Trustee, each Guarantor shall execute and until deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedpurpose of this Indenture.

Guarantees. Crescent Operating acknowledges No Obligor shall, and the Company shall ensure that CBHS has agreed no member of the Group shall, incur or allow to use remain outstanding any guarantee in respect of any obligation of any person, except: (a) guarantees given in the ordinary course of business including (without limitation) any performance or similar bond guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of business; (b) any guarantee given in respect of the netting or set-off arrangements permitted pursuant to paragraph (c)(i) of Clause 23.4 (Negative pledge); (c) any customary indemnity given in respect of a disposal permitted under paragraph (b) of Clause 23.5 (Disposals) but only where the amount payable under such indemnity is limited to no more than the consideration received in respect of that disposal; (d) any guarantee in respect of Financial Indebtedness of Obligors permitted to be incurred by this Agreement; (e) a guarantee, bond or indemnity given by any member of the Group in respect of Financial Indebtedness of any non-Obligor permitted under this Agreement; (f) any guarantee given by a member of the ▇▇▇▇▇▇▇▇▇ Group in connection with the ▇▇▇▇▇▇▇▇▇ Notes or any guarantee given by any member of the ▇▇▇▇▇▇▇▇▇ Group in connection with a Notes Covenant Suspension, in each case until prepayment and cancellation of the ▇▇▇▇▇▇▇▇▇ Notes in full with the proceeds of the Loans; (g) on or after the date the 75% Condition is satisfied, any guarantee given by a member of the Melrose Group in connection with the ▇▇▇▇▇▇▇▇▇ Notes as part of a Notes Covenant Suspension; (h) any guarantee given by the ▇▇▇▇▇▇▇▇▇ Group in connection with the Existing ▇▇▇▇▇▇▇▇▇ Facilities Agreement or otherwise outstanding on the Closing Date; (i) the ▇▇▇▇▇▇▇▇▇ Pension Plan Guarantee as varied by the ▇▇▇▇▇▇▇▇▇ Pension Plan Guarantee Deed of Variation and, as the case may be, the ▇▇▇▇▇▇▇▇▇ Pension Plan Deed of Amendment; (j) any other guarantees, bonds or indemnities not permitted by the preceding paragraphs and the outstanding principal amount of which, when aggregated with the principal amount of any Financial Indebtedness permitted under paragraph (e) Clause 23.17 (Loans), does not exceed £100,000,000 (or its commercially reasonable best efforts to secure equivalent in other currencies) in aggregate for the full Group at any time; (k) any guarantee given by a member of the Group in connection with the Existing Facility Agreement until prepayment and complete releasecancellation of the facilities thereunder with the proceeds of the Loans, provided that, prior to the closing ▇▇▇▇▇▇▇▇▇ Upstream Guarantee Date, no Obligor that is a member of the Melrose Group shall guarantee Financial Indebtedness of any member of the ▇▇▇▇▇▇▇▇▇ Group other than: (A) under the Purchase Agreement Facilities (and continuously thereafter if not released prior to such closingany Ancillary Facility), of any and all guarantees ; (the "Magellan Guarantees"B) by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 counter-indemnity for surety bonds or performance guarantees outstanding on the Closing Date and all claimsissued pursuant to bonding or guarantee facilities available to a member of the ▇▇▇▇▇▇▇▇▇ Group on the Closing Date or permitted replacements thereof provided that the maximum contingent liability under those counter-indemnities does not exceed $90,000,000 (or its equivalent in other currencies) at any time); (C) the ▇▇▇▇▇▇▇▇▇ Notes as part of a Notes Covenant Suspension in accordance with paragraph (g) above; or (D) for the avoidance of doubt, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments any non-binding comfort or support letters (which are not guarantees) issued at equity the request of the auditors of the Group or at law) and damages whenever arising the relevant Obligor or incurred (including, without limitation, amounts paid in settlement, costs required to be issued as part of investigation and reasonable attorneys' fees and expenses) arising out of any Group reorganisation 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedrestructuring.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (1) The Purchaser undertakes with the Seller: (a) to use its commercially reasonable best efforts procure the release at Completion of the Seller and any member of the Seller's Group from all guarantees, indemnities, bonds, letters of comfort, undertakings, licences and other arrangements to secure the full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers which they or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors them are a party in any manner and (ii) under any agreement respect of any of the Subsidiaries Group Companies or their subsidiaries (business or under any contract assigned properties occupied by them details of which are specified in the Disclosure Letter and to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 to keep indemnified on a continuing basis the Sellers Seller and their respective affiliates and their successors and assigns from, against and in respect any member of any and the Seller's Group from all claims, liabilities, obligations, losses, costs, expenses, penalties, fines costs and other judgments expenses (at equity or at law) and damages whenever arising or incurred (including, including without limitation, amounts paid in settlement, costs of investigation legal and reasonable attorneysother professional advisers' fees and expensesfees) arising out in respect or by reason thereof; and (b) to use all reasonable endeavours to procure the release of the Seller and any member of the Seller's Group from any other guarantees, indemnities, bonds, letters of comfort, undertakings, licences and other arrangements to which any of them are a party in respect of any of the Group Companies or relating their business or properties occupied by them, if any, copies of which are not specified in the Disclosure Letter and details of which are subsequently notified to the Magellan Guarantees Purchaser. (2) Without limiting the generality of subclause (1), the Purchaser agrees, in discharging its obligations under that subclause, to: (a) offer any guarantees, indemnities or other undertakings (as the case may be) in place of the guarantees and Magellan Obligations. Notwithstanding anything indemnities and other arrangements referred to in subclause (1)(a); or (b) offer to discharge the contrary contained liabilities in this Agreementrelation to which a guarantee or indemnity or other arrangements referred to in subclause (1)(a) was given. (3) The obligations of the Purchaser under subclauses (1) and (2) will continue after Completion until all such releases are obtained. (4) InterX and the Seller shall procure that prior to or on Completion each Group Company shall be released from all charges, Crescent Operating shall have no obligation under this Section 3.3 unless guarantees and until indemnities given by it in respect of the conditions set forth in obligations of any member of the Purchase Agreement shall have been fulfilled Seller's Group or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedany third parties.

Guarantees. Crescent Operating acknowledges that CBHS has agreed to use its commercially reasonable best efforts to secure the full and complete release(a) The Guarantors, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") either by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 Agreement or a Joinder, fully and, subject to the addition limitations on the effectiveness and enforceability set forth in this Agreement or such Joinder, as applicable, unconditionally guarantee, on a joint and several basis to each Lender and to the Administrative Agent and its successors and assigns on behalf of an Unlisted each Lender, the full payment of the Obligations. The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article XII notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will be made in Dollars. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, Magellan unaffected by, and irrespective of, any 149 invalidity, irregularity or unenforceability of this Agreement, any failure to enforce the provisions of this Agreement, any waiver, modification or indulgence granted to the Borrowers with respect thereto by the Administrative Agent or the Lenders, or any other circumstance which may terminate any such Unlisted Obligation otherwise constitute a legal or equitable discharge of a surety or guarantor (and the related underlying obligations, if anyexcept payment in full); provided that notwithstanding the foregoing, no such termination is permitted waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of an Advance or the interest rate thereon or change the currency of payment with respect to any Advance, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Borrowers, any right to require that the Administrative Agent pursue or exhaust its legal or equitable remedies against the Borrowers prior to exercising its rights 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 any Magellan a Guarantee (listed on Schedule 4.11 to the 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 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 limitationfor the avoidance of doubt, amounts paid any right which a Guarantor may have to require the seizure and sale of the assets of the Borrowers to satisfy the outstanding principal of, interest on or any other amount payable under this Agreement prior to recourse against such Guarantor or its assets), protest or notice with respect to any Advance and all demands whatsoever, and each covenant that their Guarantee will not be discharged except by payment in settlement, costs full of investigation the principal thereof and reasonable attorneys' fees and expenses) arising out of interest thereon or relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained as otherwise provided in this Agreement, Crescent Operating including Section 12.4. If at any time any payment of any Obligation is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrowers, the Guarantors’ obligations hereunder with respect to such payment shall have no obligation be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Administrative Agent or any Lender in enforcing any rights under this Section 3.3 unless and until the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummated12.1.

Guarantees. Crescent Operating acknowledges Each Guarantor party hereto unconditionally guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor party hereto, the due and punctual payment of the principal of and interest on the Revolving Loans and of all other Obligations, when and as due, whether at maturity, by acceleration, by notice or prepayment or otherwise. Each Guarantor party hereto further agrees that CBHS has agreed the Obligations may be extended and renewed, in whole or in part, without notice to use or further assent from it, and that it will remain bound upon its commercially reasonable best efforts to secure the full and complete release, prior guarantee notwithstanding any extension or renewal of any Obligations. The Obligations of each Guarantor hereunder will be limited to the closing maximum amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the Obligations of such Guarantor hereunder or pursuant to its contribution Obligations hereunder, will result in the Obligations of such Guarantor hereunder not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. The net worth of any Guarantor for the purposes of this Article XVI shall include any claim of such Guarantor against the Borrowers for reimbursement and any claim against any other Guarantor for contribution. To the fullest extent permitted by law, each Guarantor party hereto waives presentment to, demand of payment from and protest to the Borrowers or any other Person of any of the Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. To the fullest extent permitted by law, the obligations of a Guarantor party hereto hereunder shall not be affected by (a) the failure of the Agent or any Lender to assert any claim or demand or to enforce any right or remedy against any Borrower or any other Guarantor under the Purchase provisions of this Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries other Loan Documents or their subsidiaries otherwise; (b) any rescission, waiver, amendment or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement modification of any of the Subsidiaries terms or their subsidiaries provisions of this Agreement, any of the other Loan Documents, any guarantee or any other agreement; (c) the release of any security held by the Agent or under any contract assigned to CBHS pursuant to Lender for the Purchase Agreement) and under which the Sellers Obligations or any of their affiliates them; or (d) the failure of the Agent or any Lender to exercise any right or remedy against any other than Guarantor of the SubsidiariesObligations. Each Guarantor party hereto further agrees that its guarantee constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Agent or any Lender to any security (if any) will remain obligors held for payment of the Obligations or indemnitors to any balance of any deposit account or credit on the books of the Agent or any Lender in favor of any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 ObligationsBorrower or any other Person. To the extent, after the date hereoffullest extent permitted by law, the Sellers discover there are other Magellan Guarantees obligations of each Guarantor party hereto hereunder shall not be subject to any reduction, limitation, impairment or Magellan Obligations not identified on Schedule 4.11 to the Purchase Agreement ("Unlisted Obligations")termination for any reason, the Sellers may request Crescent Operating to add any such Unlisted Obligation to such Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 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 settlementany claim of waiver, costs release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of investigation and reasonable attorneys' fees and expenses) arising out the invalidity, illegality or unenforceability of any of the Obligations or relating otherwise. Without limiting the generality of the foregoing, to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything fullest extent permitted by law, the obligations of each Guarantor party hereto hereunder shall not be discharged or impaired or otherwise affected by the failure of the Agent or any Lender to the contrary contained in this Agreement, Crescent Operating shall have no obligation assert any claim or demand or to enforce any remedy under this Section 3.3 unless Agreement or under any other Loan Document, any guarantee or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor party hereto further agrees that its guarantee shall remain in full force and effect until the conditions set forth indefeasible payment and satisfaction in full of the Purchase Agreement Obligations and the termination of the Revolving Commitments and shall have been fulfilled continue to be effective or waivedbe reinstated, as the case may be, if at any time payment, or any part thereof, of principal or of interest on any Obligation or of any other Obligation is rescinded or must otherwise be returned by the Agent or any Lender upon the bankruptcy or reorganization of any Borrower, Guarantor or otherwise. Each Guarantor party hereto hereby waives and releases all rights of subrogation against each Loan Party and its property and all rights of indemnification, contribution and reimbursement from each Loan Party and its property, in each case in connection with this guarantee and any payments made hereunder, and all transactions contemplated regardless of whether such rights arise by the Purchase Agreement shall have been consummatedoperation of law, pursuant to contract or otherwise.

Guarantees. Crescent Operating acknowledges that CBHS has agreed to use its commercially reasonable best efforts to secure No Obligor shall, directly or indirectly, guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the full and complete releaseIndebtedness, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing)performance, obligations or dividends of any and all Person, except: (a) guarantees (the "Magellan Guarantees") by the Sellers any Obligor or any Subsidiary of their affiliates an Obligor of the Obligations in favor of Agent and Secured Parties; (b) guarantees by any Obligor of any indebtedness Indebtedness permitted by Section 9.10 hereof, which guarantees shall be unsecured or obligations of CBHS or its affiliates secured only by Excluded Property; (c) guarantees by any Obligor (other than CBHSParent) or any of the Subsidiaries Indebtedness, performance, obligations or their subsidiaries dividends of any Subsidiary of Parent (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closingother than Excluded Subsidiaries), to any third party, provided, that, such guarantees shall be unsecured or secured only by Excluded Property; (d) guarantees by Parent of the Indebtedness, performance, obligations or dividends of any and all Subsidiary of Parent (other than Excluded Subsidiaries), provided, that, such guarantees shall be unsecured or secured only by Excluded Property or Letters of Credit issued for the account of Parent; (e) guarantees by Obligors of the Indebtedness, performance, obligations (the "Magellan Obligations") or dividends of any Excluded Subsidiary, provided, that, (i) of the Sellers such guarantees shall be unsecured or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the Contribution Agreementsecured only by Excluded Property, 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) in no event shall the aggregate principal amount of the liability of Obligors under such guarantees during the term of this Agreement exceed $25,000,000; (f) any guarantee, comfort letter or any other any agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire obligations of any a Financing Subsidiary, or to provide funds for the payment or discharge of such obligation (whether in the Subsidiaries form of loans, advances, stock purchases, capital contributions or their subsidiaries (otherwise), or under any contract assigned to CBHS pursuant to maintain the Purchase Agreement) and under which the Sellers solvency or any balance sheet or other financial condition of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors a Financing Subsidiary, in any manner after such case if the closing under the Purchase Agreement. Set forth on Schedule 4.11 purpose or intent of such agreement is to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 provide assurance that such termination is permitted under obligation will be paid or discharged, or that any agreements relating thereto will be complied with, or that the applicable contractual agreement; provided, further, that CBHS or its affiliates shall agree to holders of such termination if permitted under such agreement or permitted obligation will be protected against loss in respect thereof by any third party to Obligor so long as such agreement. Crescent Operating agrees thatguarantee, to the extent any Magellan Guarantee comfort letter or other agreement is unsecured and is required or mandated by a Governmental Authority; and (listed on Schedule 4.11 to the Purchase Agreementg) 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 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedCS Securitization Undertakings.

Guarantees. Crescent Operating acknowledges that CBHS has agreed This Security may after the date hereof be entitled to use its commercially reasonable best efforts to secure certain Guarantees made for the full and complete release, prior benefit of the Holders. Reference is hereby made to the closing under Indenture for the Purchase Agreement (and continuously thereafter if not released prior to such closing), terms of any Guarantee. The Company will furnish to any Holder of record of Securities upon written request and all without charge a copy of the Indenture. A-9 [Form of Notation on Security Relating to Guarantee] SENIOR GUARANTEE The Guarantor (as defined in the Indenture referred to in the Security upon which this notation is endorsed) hereby unconditionally guarantees on a senior basis (such guarantee by each Guarantor being referred to herein as the "Magellan GuaranteesGuar- ▇▇▇▇▇") the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the Securities, whether at matu- rity, by acceleration or otherwise, the Sellers due and punctual payment of interest on the overdue principal, premium and interest and Additional Interest, if any, on the Securities, and the due and punctual performance of all other ob- ligations of the Company to the Holders or any the Trustee, all in accordance with the terms set forth in Article Ten of their affiliates of any indebtedness or the Indenture. The obligations of CBHS or its affiliates (other than CBHS) or any the Guarantor to the Holders of Securities and to the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS Trustee pursuant to the Purchase Agreement) Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to secure full and complete release, prior to such Indenture for the closing precise terms of the Guarantee therein made. The Guarantee shall not be valid or obligatory for any purpose until the cer- tificate of authentication on the Securities upon which the Guarantee is noted shall have been executed by the Trustee under the Purchase Agreement (Indenture by the manual sig- nature of one of its authorized officers. This Guarantee shall be governed by and continuously thereafter if not released prior to such closing), of any and all obligations (construed in accordance with the "Magellan Obligations") (i) laws of the Sellers or any State of their affiliates (other than New York without regard to principles of conflicts of law. This Guarantee is subject to release upon the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 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 the conditions terms set forth in the Purchase Agreement shall have been fulfilled or waived, Inden- ture. Newport News Shipbuilding and all transactions contemplated by the Purchase Agreement shall have been consummated.Dry Dock Company By: ________________________________________ Name: Title:

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Each of AOL and Time Warner hereby, jointly and everally, unconditionally and irrevocably guarantees to use its commercially reasonable best efforts to secure the full Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete releasepayment and performance by the Designated Borrowers when due (whether at the stated maturity, prior by acceleration or otherwise) of the Obligations. (b) AOLTW hereby, jointly and severally, unconditionally and irrevocably guarantees to the closing Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by AOLTWFI when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of AOLTWFI. (c) Each of TBS and TWCI hereby, jointly and severally, unconditionally and irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by Time Warner when due (whether at the stated maturity, by acceleration or otherwise) of its obligations and liabilities under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees this Guarantee (the "Magellan GuaranteesTime Warner Obligations") including under Section 2(a) hereof. (d) This Guarantee shall remain in full force and effect until the Obligations are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto either one or both of the Designated Borrowers may be free from any Obligations. (e) 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. (f) Anything herein or in any other Credit Document to the contrary notwithstanding, the maximum liability of 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 (after giving effect to the right of contribution established in Section 3 hereof). (g) No payment or payments made by either of the Designated Borrowers, any of the Guarantors, any other guarantor or any other Person or received or collected by the Sellers Administrative Agent or any Lender from either of their affiliates the Designated Borrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any indebtedness action or obligations proceeding or any setoff or appropriation or payment of CBHS the Obligations shall be deemed to modify, reduce, release or its affiliates otherwise affect the liability of any Guarantor hereunder who shall, notwithstanding any such payment or payments (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to payments made by such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 Guarantor in respect of any the Obligations or payments received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations and, in the case of TBS and all claimsTWCI, liabilitiesthe Time Warner Obligations, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts up to the maximum liability of such Guarantor hereunder until the Obligations are paid in settlement, costs of investigation full 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedCommitments are terminated.

Guarantees. Crescent Operating acknowledges 18.1 HRPLC, in consideration of WTT and WT Technologies entering into this Agreement, undertakes with WTT and WT Technologies that CBHS has agreed to use Hogg ▇▇▇l perform its commercially reasonable best efforts to secure the full obligations under this Agreement and complete releaseshall indemnify WTT and WT Technologies against all losses, prior liabilities and costs which WTT or WT Technologies may incur as a result of any breach of Hogg'▇ obligations under this Agreement . 18.2 WT Technologies, in consideration of HRPLC and Hogg ▇▇▇ering into this Agreement, undertakes with Hogg ▇▇▇ HRPLC that WTT will perform its obligations under this Agreement and shall indemnify Hogg ▇▇▇ HRPLC against all losses, liabilities and costs which WTT or WT Technologies may incur as a result of any breach of WTT's obligations under this Agreement. 18.3 The following provisions shall apply to the closing undertakings in Clauses 18.1 and 18.2: 18.3.1 the undertakings shall be continuing obligations and shall remain in full force and effect until the discharge in full of the obligations of Hogg ▇▇ WTT (as the case may be) under this Agreement and shall not be satisfied by any intermediate satisfaction of the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers whole or any part of those obligations; 18.3.2 the liability of HRPLC or WT Technologies (as the case may be) shall not be affected or released by any neglect or forbearance in enforcing the obligations of Hogg ▇▇ WTT (as the case may be) or by any amendment or variation of their affiliates of obligations or by any indebtedness other act, omission, matter or obligations of CBHS thing whatsoever whereby HRPLC or its affiliates (other than CBHS) WT Technologies as a surety only would or any of the Subsidiaries might have been affected or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) released; 18.3.3 although as between HRPLC and to secure full and complete releaseHogg, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the Purchase Agreement, to the knowledge, after reasonable inquiry, of those persons specified on Schedule 2.04(b) to the Purchase Agreement, ▇▇PLC is a list of surety for Hogg, ▇▇PLC shall for 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted Obligation, which shall purposes under this Clause 18 be treated as if it had appeared on such Schedule 4.11 at a principal obligor rather than as a surety; and 18.3.4 although as between the time of execution of this Agreement. Should Crescent Operating object to the addition of an Unlisted ObligationWT Technologies and WTT, Magellan may terminate any such Unlisted Obligation (and the related underlying obligationsWT Technologies is a surety for WTT, if any); provided that such termination is permitted under the applicable contractual agreement; provided, further, that CBHS or its affiliates WT Technologies 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 and for 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 purposes under this Section 3.3 unless and until the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedClause 18 be treated as a principal obligor rather than as a surety.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Each Guarantor hereby jointly and severally irrevocably and unconditionally guarantees as a primary obligor and not merely as a surety on a senior basis to use its commercially reasonable best efforts to secure each Holder, the Trustee, the Collateral Agent and their respective successors and assigns (i) the full and complete releasepunctual payment when due, prior whether at Stated Maturity, by acceleration, by redemption or otherwise, of all Obligations of the Issuer under this Indenture (including obligations to the closing under Trustee) and the Purchase Agreement (and continuously thereafter Securities, whether for payment of principal of, or premium, if not released prior to such closing)any, of any or interest, if any, on, the Securities and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or other monetary obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or Issuer under any contract assigned to CBHS pursuant to this Indenture and the Purchase Agreement) and to secure full and complete releaseSecurities, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer, whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities, on the terms set forth in this Indenture by becoming a party to this Indenture (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). (b) Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 10 notwithstanding any agreement extension or renewal of any Guaranteed Obligation. The Guaranteed Obligations of a Guarantor will be secured by security interests (subject to Permitted Liens) in the Collateral owned by such Guarantor to the extent provided for in the Security Documents and as required pursuant to Sections 4.13 and 4.16. (c) Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Subsidiaries Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or their subsidiaries the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities, any contract assigned Security Document, or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities, any Security Document or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities, any Security Document or any other agreement; (iv) the release of any security held by any Holder, the Trustee or the Collateral Agent for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder, the Trustee or the Collateral Agent to CBHS pursuant exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.03. (d) Each Guarantor hereby waives any right to which it may be entitled (except as may be required by applicable requirements of law or regulation and to the Purchase Agreementextent the relevant requirement cannot be waived) to (i) have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed, (ii) have the assets of the Issuer or any other Guarantor first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder and (iii) require that the Issuer be sued prior to an action being initiated against such Guarantor. (e) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and under which waives any right to require that any resort be had by any Holder, the Sellers Trustee or the Collateral Agent to any security held for payment of their affiliates the Guaranteed Obligations. (f) Except as expressly set forth in Sections 8.01, 10.02, 10.03 and 10.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim (other than payment in full) of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the Subsidiariesinvalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (i) will remain obligors the failure of any Holder, the Trustee or indemnitors the Collateral Agent to assert any claim or demand or to enforce any remedy under this Indenture, the Securities, any Security Document or any other agreement, (ii) any waiver or modification of any thereof, (iii) any default, failure or delay, willful or otherwise, in the performance of the obligations, or (iv) any other act or thing or omission or delay to do any other act or thing that may or might in any manner after or to any extent vary the closing under risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (g) Except as expressly set forth in Sections 8.01 and 10.03, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of its Guaranteed Obligations. Except as expressly set forth in Sections 8.01 and 10.03, each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the Purchase Agreement. Set forth case may be, if at any time payment, or any part thereof, of principal of or interest on Schedule 4.11 any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (h) In furtherance of the foregoing and not in limitation of any other right that any Holder, the Trustee or the Collateral Agent has at law or in equity against any Guarantor by virtue hereof, at any time when an Event of Default pursuant to Section 6.01(a) or 6.01(b) has occurred and is continuing or upon the Purchase Agreementfailure of the Issuer to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee in accordance with this Indenture, forthwith pay, or cause to be paid, in cash, to the knowledgeHolders, after reasonable inquiry, of those persons specified on Schedule 2.04(b) the Trustee or the Collateral Agent an amount equal to the Purchase Agreementsum of (i) the unpaid principal amount of such Guaranteed Obligations, is a list of all Magellan Guarantees (ii) accrued 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted Obligation, which shall be treated as if it had appeared unpaid interest 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 Guaranteed Obligations (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, but only to the extent any Magellan Guarantee not prohibited by applicable law) and (listed on Schedule 4.11 iii) all other monetary obligations of the Issuer then due to the Purchase AgreementHolders, the Trustee and the Collateral Agent in respect of the Guaranteed Obligations. (i) Each Guarantor agrees that it shall not be entitled to any right of any such indebtedness or obligation or any Magellan Obligation (listed on Schedule 4.11 subrogation in relation 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 Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders, the Trustee and the Collateral Agent, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01. (j) Each Guarantor also agrees to pay any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines costs and other judgments expenses (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and including reasonable attorneys' ’ fees and expenses) arising out of incurred by the Trustee, the Collateral Agent or relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained any Holder in this Agreement, Crescent Operating shall have no obligation enforcing any rights under this Section 3.3 unless 10.01. (k) Each Guarantor shall execute and until deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedpurpose of this Indenture.

Guarantees. Crescent Operating acknowledges No Restricted Company will be or become a guarantor of any kind; provided, that CBHS has agreed to use its commercially reasonable best efforts to secure this Section 9.12 shall not apply to: (a) any endorsement of a check or other medium of payment for deposit or collection through normal banking channels or any similar transaction in the full and complete release, prior normal course of business, (b) any indemnity or guaranty of a surety bond for the performance by a customer of a Restricted Company of the customer’s obligations under a land development contract, (c) any guarantee by the Guarantor of a real estate loan permitted by clause (c) of Section 9.10 hereof, (d) subject to the closing under limitations set forth in Section 9.20 hereof, any Completion Guaranty with respect to a real estate building project, if the Purchase Agreement Guarantor or any other Company is the developer of such project or has a property interest in such project (and continuously thereafter if including, but not released prior to such closinglimited to, a Non‑Affiliate Construction Project), of any and all guarantees , (e) the "Magellan Guarantees") guarantee by the Sellers Guarantor set forth in Section 3 hereof, (f) any other guarantee by the Guarantor, provided, that the Guarantor’s aggregate personal liability in respect of all of such other guarantees and in respect of all loans or letters of credit referred to in clause (d) of Section 9.10 hereof, does not then exceed, and after making the guarantee in question would not exceed, Twenty-Five Million Dollars ($25,000,000), (g) any unsecured guarantee by the Guarantor or any Restricted Subsidiary of their affiliates the equity investment or performance of any indebtedness or obligations a Subsidiary of CBHS or its affiliates the Guarantor (other than CBHSany Indebtedness of such Subsidiary incurred for borrowed money) in connection with a real estate project in favor of a partner or any member, or a partnership or limited liability company in which such Subsidiary is a general partner or a member, as applicable, when the Guarantor or such Restricted Subsidiary, as the case may be, deems it to be in its best interest not to be a partner, a member, or have a direct interest in the partnership or limited liability company, as applicable, (h) the guarantee by the Guarantor of the Subsidiaries obligations of Franklin Town Towers Associates located in Philadelphia, Pennsylvania, with respect to Museum Towers, in the original principal amount of Twenty Million Four Hundred Thousand Dollars ($20,400,000); provided, that such obligations shall only be amended, restated, extended or their subsidiaries (or under any contract assigned refinanced on terms and conditions substantially similar to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior those initially applicable to such closing), obligations and the aggregate principal amount of any and all such obligations (the "Magellan Obligations") will not be increased thereby, (i) any guarantee or indemnity by the Guarantor or any Restricted Subsidiary for fraud, misappropriation, misapplication or environmental problems, or as are otherwise usual and customary in non-recourse carve-out guaranties given in commercial mortgage loan transactions entered into by any Company, provided, that such a guarantee or indemnity may be given by the Guarantor or a Restricted Subsidiary, but not both (unless such Restricted Subsidiary is also the borrower in the particular commercial mortgage loan transaction), in connection with any particular commercial mortgage loan transaction, (j) subject to Section 9.10(k) hereof, any guarantee by the Guarantor of an unsecured Hedge Agreement permitted by Section 8.04 of the Sellers or any Agreement entered into by a Subsidiary of their affiliates the Guarantor (other than the SubsidiariesBorrower), (k) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the Contribution AgreementMTA Guaranty; provided, dated as that (i) the maximum principal amount of June 16, 1997, by and among Magellan, Crescent Operating and CBHS, and under which the Sellers or any of their affiliates Guarantor’s obligations thereunder shall not exceed Thirty Million Dollars (other than the Subsidiaries$30,000,000) remain obligors or indemnitors in any manner and (ii) under the Guarantor shall not enter into or agree to enter into any agreement of any amendment, supplement or other modification to the MTA Guaranty that, in the opinion of the Subsidiaries Agents, is or their subsidiaries (or under any contract assigned to CBHS pursuant would be materially adverse to the Purchase Agreementinterests of the Banks, or (l) the guarantee by the Guarantor in connection with the Park Creek Metropolitan District and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors Stapleto▇ ▇▇▇▇ ▇▇C located in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 Stapleto▇, ▇▇▇▇▇▇do, with respect to the Purchase Agreement$19,000,000 Park Creek District Subordinate Limited Property Tax Revenue Bonds, 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 (Series 2003A and the related underlying obligations$10,000,000 Park Creek District Subordinate Limited Property Tax Revenue Bonds, if any); provided Series 2003‑B, provided, that such termination is permitted under guarantee obligations shall not be amended, restated or otherwise modified without 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 prior written consent of the extent any Magellan Guarantee (listed on Schedule 4.11 to the 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 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedBanks.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Subject to use its commercially reasonable best efforts the provisions of this Article 10, each Guarantor hereby jointly and severally with each other Guarantor, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety on a senior basis, to secure each Holder, the Trustee, the Collateral Agent and their respective successors and assigns (i) the full and complete releasepunctual payment when due, prior whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the closing under Trustee) and the Purchase Agreement (and continuously thereafter Securities, whether for payment of principal of, or premium, if not released prior to such closing)any, of any or interest on, the Securities and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or other monetary obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or Issuer under any contract assigned to CBHS pursuant to this Indenture and the Purchase Agreement) and to secure full and complete releaseSecurities, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer, whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). (b) Each Guarantor further agrees that (to the extent permitted by law) the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 10 notwithstanding any agreement extension or renewal of any Guaranteed Obligation. The Guaranteed Obligations of a Guarantor will be secured by security interests (subject to Permitted Liens) in the Notes Collateral owned by such Guarantor to the extent provided for in the Security Documents and as required pursuant to Sections 4.11 and 4.13. (c) Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Subsidiaries Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or their subsidiaries the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities, any contract assigned Security Document, or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities, any Security Document or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities, any Security Document or any other agreement; (iv) the release of any security held by any Holder, the Trustee or the Collateral Agent for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder, the Trustee or the Collateral Agent to CBHS pursuant exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.02(b). (d) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Purchase AgreementGuarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer or any other Guarantor first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor. (e) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations. (f) Except as expressly set forth in Section 8.01, Section 10.02 and Paragraph 19 of the form of Security set forth in Exhibit A hereto, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any remedy under which this Indenture, the Sellers Securities, any Security Document or any other agreement, by any waiver or modification of their affiliates (any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other than the Subsidiaries) will remain obligors act or indemnitors thing or omission or delay to do any other act or thing that may or might in any manner after or to any extent vary the closing under risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (g) Except as expressly set forth in Sections 8.01 and 10.02, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of its Guaranteed Obligations. Except as expressly set forth in Sections 8.01 and 10.02, each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the Purchase Agreement. Set forth case may be, if at any time payment, or any part thereof, of principal of or interest on Schedule 4.11 any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (h) In furtherance of the foregoing and not in limitation of any other right that any Holder, the Trustee or the Collateral Agent has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the Purchase Agreementprincipal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee in accordance with this Indenture, forthwith pay, or cause to be paid, in cash, to the knowledgeHolders, after reasonable inquiry, of those persons specified on Schedule 2.04(b) the Trustee or the Collateral Agent an amount equal to the Purchase Agreementsum of (i) the unpaid principal amount of such Guaranteed Obligations, is a list of all Magellan Guarantees (ii) accrued 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted Obligation, which shall be treated as if it had appeared unpaid interest 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 Guaranteed Obligations (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, but only to the extent any Magellan Guarantee not prohibited by applicable law) and (listed on Schedule 4.11 iii) all other monetary obligations of the Issuer then due to the Purchase AgreementHolders, the Trustee and the Collateral Agent in respect of the Guaranteed Obligations. (i) Each Guarantor agrees that it shall not be entitled to any right of any such indebtedness or obligation or any Magellan Obligation (listed on Schedule 4.11 subrogation in relation 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 Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders, the Trustee and the Collateral Agent, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01. (j) Each Guarantor also agrees to pay any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines costs and other judgments expenses (at equity or at law) including reasonable and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable documented attorneys' ’ fees and expenses) arising out of incurred by the Trustee, the Collateral Agent or relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained any Holder in this Agreement, Crescent Operating shall have no obligation enforcing any rights under this Section 3.3 unless 10.01. (k) Each Guarantor shall execute and until deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedpurpose of this Indenture.

Guarantees. Crescent Operating acknowledges that CBHS has agreed to use its commercially reasonable best efforts to secure the full (a) From and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 TRH shall use its reasonable best efforts on or Magellan Obligations not identified on Schedule 4.11 prior to the Purchase Agreement Closing Date to obtain, effective upon the First Time of Delivery, the termination of, and full release of AIG and its Affiliates from any and all obligations arising under, any and all guarantees, keepwells, letters of credit, indemnity or contribution agreements, support agreements, insurance surety bonds or other similar agreements (excluding Insurance Agreements) made in respect of the obligations of, or for the benefit of any obligee of, TRH and/or any of the Company Subsidiaries by AIG or any of its Affiliates (each, an "Unlisted ObligationsAIG Guaranty"), including the Sellers may request Crescent Operating to add any such Unlisted Obligation to such agreements set forth on Schedule 4.113.07(a). If Crescent Operating agrees to add an Unlisted ObligationFor the avoidance of doubt, such Schedule 4.11 efforts shall be automatically amended include an offer by TRH (or with AIG's consent a Company Subsidiary) to include the Unlisted Obligation, which shall be treated as if it had appeared on such Schedule 4.11 at the time substitute its own obligations for those 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 any Magellan Guarantee (listed on Schedule 4.11 to the Purchase Agreement) of any such indebtedness or obligation AIG or any Magellan Obligation of its Affiliates under any AIG Guaranty on no less favorable terms. (listed on Schedule 4.11 b) With respect to each AIG Guaranty for which TRH does not obtain the Purchase Agreement) is not fully termination of such AIG Guaranty and completely released on or before the closing under the Purchase Agreement, Crescent Operating will indemnify full release of AIG and hold harmless the Sellers and their respective affiliates and their successors and assigns from, against and in respect of its Affiliates from any and all claimsobligations arising under such AIG Guaranty, liabilitiesTRH shall, obligationsconcurrently with the Closing, lossesbut effective upon the First Time of Delivery, costs, expenses, penalties, fines and other judgments (at equity or at lawi) 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 enter into a Hold Harmless Agreement with respect 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waivedeach such AIG Guaranty, and (ii) if any such AIG Guaranty relates to Insurance Contract-related obligations of TRH and any of the Company Subsidiaries, provide a guaranty that provides to policyholders of TRH or such Company Subsidiary the direct benefits of a guaranty from TRH (or with AIG's consent a Company Subsidiary) on terms no less favorable than those of such AIG Guaranty. (c) With respect to each AIG Guaranty identified after the Closing for which TRH has not obtained the termination of such AIG Guaranty and full release of AIG and its Affiliates from any and all transactions contemplated obligations arising under such AIG Guaranty, TRH shall, within ten (10) days after the identification of such AIG Guarantee, (i) enter into a Hold Harmless Agreement with respect to each such AIG Guaranty, and (ii) if any such AIG Guaranty relates to Insurance Contract-related obligations of TRH and any of the Company Subsidiaries, provide a guaranty that provides to policyholders of TRH or such Company Subsidiary the direct benefits of a guaranty from TRH (or with AIG's consent a Company Subsidiary) on terms no less favorable than those of such AIG Guaranty. (d) AIG agrees on behalf of itself and its Affiliates that TRH and/or any Company Subsidiary shall be able to retain all funds drawn down prior to December 1, 2008 under letters of credit provided by AIG and/or any of its Affiliates for the Purchase Agreement benefit of TRH and the Company Subsidiaries with respect to reinsurance balances due to any Company Subsidiary from third parties. Within sixty (60) days after the Closing, TRH shall have been consummated.pay to AIG in connection with

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) MKTE hereby irrevocably and unconditionally guarantees to use its commercially reasonable best efforts to secure Purchaser the full and complete release, prior prompt performance of the obligations of Seller to the closing be performed by Seller (or Company) pursuant to paragraph 8.1 under the Purchase this Agreement that Seller (and continuously thereafter if not released prior or Company) fails to such closing), of any and all guarantees perform after demand therefore (the "Magellan GuaranteesSeller Guaranteed Obligations"). This Section 10.14(a) by the Sellers or is a guarantee of performance, and Purchaser shall be under no obligation to take any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or action against Seller with respect to any of the Subsidiaries or their subsidiaries (or under Seller Guaranteed Obligations if such Seller Guaranteed Obligations are due and have not been performed by Seller after demand by Purchaser and the expiration of any contract assigned to CBHS pursuant applicable grace and/or notice period. The obligations of MKTE for the Seller Guaranteed Obligations shall be limited to the Purchase Agreement) and to secure full and complete release, prior to the closing under amount of the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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)Price; provided that such termination is permitted under the applicable contractual agreement; provided, further, that CBHS or in no event shall MKTE's satisfaction of 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred direct obligations hereunder (including, without limitation, amounts paid pursuant to Section 6.9) be considered the satisfaction of a Seller Guaranteed Obligation, and, therefore, MKTE's satisfaction of such direct obligations shall not be included in settlement, costs the calculation of investigation and reasonable attorneys' fees and expenses) arising out any limitation on MKTE's responsibilities provided by this sentence of or relating to the Magellan Guarantees and Magellan ObligationsSection 10.14(a). Notwithstanding anything to the contrary contained foregoing, however, if Purchaser's suffers Losses in this Agreement, Crescent Operating shall have no obligation under this Section 3.3 unless and until excess of the conditions limitation on MKTE's guarantee obligations set forth in this Section 10.14, then the Purchase Deferred Amount (if any) then-outstanding under the Note shall be immediately reduced dollar-for-dollar by the amount of such excess, and the security interest granted to Seller under this Agreement and the Security Agreement shall have been fulfilled or waivedbe released with respect to collateral having a fair market value at the time that Purchaser incurs such Losses equal to the amount of such excess Losses. (b) Customerlinx hereby irrevocably and unconditionally guarantees to Seller the full and prompt performance of the obligations of Purchaser to be performed by Purchaser pursuant to paragraph 2.2 under this Agreement that Purchaser fails to perform after demand therefore (the "Purchaser Guaranteed Obligations"). This Section 10.14(b) is a guarantee of performance, and all transactions contemplated Seller shall be under no obligation to take any action against Purchaser with respect to any of the Purchaser Guaranteed Obligations if such Purchaser Guaranteed Obligations are due and have not been performed by Purchaser after demand by Seller and the Purchase Agreement expiration of any applicable grace and/or notice period. The obligations of Customerlinx for the Purchaser Guaranteed Obligations shall have been consummatedbe limited to the outstanding amount of the Deferred Amount (plus applicable interest).

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Subject to use its commercially reasonable best efforts the provisions of this Article 10, each Guarantor hereby jointly and severally with each other Guarantor irrevocably and unconditionally guarantees, to secure the extent lawful, as a primary obligor and not merely as a surety on a senior basis to each Holder, the Trustee, the Collateral Agent and their respective successors and assigns (i) the full and complete releasepunctual payment when due, prior whether at Stated Maturity, by acceleration, by redemption or otherwise, of all Obligations of the Issuer under this Indenture (including obligations to the closing Trustee) and the Securities, whether for payment of principal of, or premium or interest on, the Securities and all other monetary obligations of the Issuer under this Indenture and the Purchase Agreement Securities, and (ii) the full and continuously thereafter if not released prior punctual performance within applicable grace periods of all other obligations of the Issuer, whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities, on the terms set forth in this Indenture by becoming a party to this Indenture (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). (b) Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such closing)Guarantor, and that each such Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. The Guaranteed Obligations of a Guarantor will be secured by security interests (subject to Permitted Liens) in the Notes Collateral owned by such Guarantor to the extent provided for in the Security Documents and all guarantees as required pursuant to Sections 4.11 and 4.13. (c) Each Guarantor waives presentation to, demand of payment from and protest to the "Magellan Guarantees") by the Sellers or any Issuer of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing default under the Purchase Agreement (and continuously thereafter if Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not released prior to such closing), of any and all obligations (the "Magellan Obligations") be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities, any Security Document, or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities, any Security Document or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the Sellers terms or provisions of this Indenture, the Securities, any Security Document or any other agreement; (iv) the release of their affiliates any security held by any Holder, the Trustee or the Collateral Agent for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.03. (d) Each Guarantor hereby waives any right to which it may be entitled to (i) have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed, (ii) have the assets of the Issuer or any other Guarantor first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder and (iii) require that the Issuer be sued prior to an action being initiated against such Guarantor. (e) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment and performance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations. (f) Except as expressly set forth in Sections 8.01, 10.02, 10.03 and 10.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the Subsidiaries) under payment in full of the Guaranteed Obligations), including any agreement which was assigned to CBHS claim of waiver, release, surrender, alteration or its subsidiaries pursuant to the Contribution Agreement, dated as of June 16, 1997, by and among Magellan, Crescent Operating and CBHScompromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any remedy under which this Indenture, the Sellers Securities, any Security Document or any other agreement, (ii) any waiver or modification of their affiliates any thereof, (iii) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations or (iv) any other than the Subsidiaries) remain obligors act or indemnitors thing or omission or delay to do any other act or thing that may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (g) Except as expressly set forth in Sections 8.01 and 10.03, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of its Guaranteed Obligations. Except as expressly set forth in Sections 8.01 and 10.03, each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (h) In furtherance of the foregoing and not in limitation of any other right that any Holder, the Trustee or the Collateral Agent has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee in accordance with this Indenture, forthwith pay, or cause to be paid, in cash, to the Holders, the Trustee or the Collateral Agent an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations then due, (ii) accrued and unpaid interest on such Guaranteed Obligations then due (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the Issuer then due to the Holders, the Trustee and the Collateral Agent in respect of the Guaranteed Obligations. (i) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders, the Trustee and the Collateral Agent, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) under any agreement in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the Subsidiaries or their subsidiaries purposes of this Section 10.01. (or under any contract assigned to CBHS pursuant to the Purchase Agreementj) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating Each Guarantor also agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 pay any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines costs and other judgments expenses (at equity or at law) including reasonable and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable documented attorneys' ’ fees and expenses) arising out of incurred by the Trustee, the Collateral Agent or relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained any Holder in this Agreement, Crescent Operating shall have no obligation enforcing any rights under this Section 3.3 unless 10.01. (k) Each Guarantor shall execute and until deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedpurpose of this Indenture.

Guarantees. Crescent Operating acknowledges that CBHS has agreed to use its commercially reasonable best efforts to secure the full and complete release, (a) At or prior to Completion, the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") Purchaser shall: (i) arrange for substitute letters of credit, guarantees and other obligations to replace any outstanding letters of credit, guarantees, surety bonds, performance bonds and other financial assurance obligations issued or entered into by or on behalf of (or for the account of) any member of the Sellers Seller’s Group or the Company in connection with the Transferring Business (the Seller Guarantees); or (ii) to the extent permitted by Law and the terms thereof, assume all obligations under each Seller Guarantee, and obtain from the creditor, beneficiary or other counterparty a full release (in a form satisfactory to the Seller) of all persons liable, directly or indirectly, for reimbursement to the creditor or fulfilment of other obligations to a beneficiary or counterparty in connection with amounts drawn under the Seller Guarantees. (b) To the extent the beneficiary or counterparty under any Seller Guarantees does not accept, or Purchaser is not otherwise able to arrange, any such substitute letter of credit, Purchaser guarantee or other obligation proffered by the Purchaser pursuant to Clause 8.2(a) and the Purchaser is not able to assume or cause to be assumed any such Seller Guarantee in accordance with Clause 8.2(a) by Completion, the Purchaser shall: (i) indemnify, defend and hold harmless the Seller and any other member of the Seller’s Group with obligations under a Seller Guarantee against, and reimburse the Seller and such other member of the Seller’s Group for, all amounts paid, including costs or expenses in connection with such Seller Guarantees, including the Seller’s and any such other member of the Seller’s Group’s expenses in maintaining such Seller Guarantees, whether or not any such Seller Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse the Seller and the other members of the Seller’s Group to the extent any Seller Guarantee is drawn upon and the Seller or any other member of their affiliates (other than the Subsidiaries) under Seller’s Group makes any agreement which was assigned payment or is obligated to CBHS or its subsidiaries pursuant to reimburse the Contribution Agreementparty issuing the Seller Guarantee, dated as save in respect of June 16, 1997, any fraud by and among Magellan, Crescent Operating and CBHS, and under which the Sellers Seller or any relevant member of their affiliates (other than the Subsidiaries) remain obligors or indemnitors in any manner Seller’s Group; and (ii) under any agreement of any of not without the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors Seller’s prior written consent, amend in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 adverse to the Purchase AgreementSeller or any other member of the Seller’s Group, or extend (or permit the extension of) any Seller Guarantee or any obligation supported by any Seller Guarantee. (c) The Seller shall (i) have the right to direct and control the knowledge, after reasonable inquiry, process by which the Parties will approach the beneficiaries or counterparties of those persons specified on Schedule 2.04(b) to the Purchase Agreement, is a list of all Magellan Seller Guarantees and Magellan Obligations. To (ii) cooperate with the extentPurchaser, after and the date hereofPurchaser shall consult with the Seller, in any approach by the Purchaser to such beneficiaries or counterparties in the period prior to Completion, and the Seller shall, at the request of the Purchaser, take part in all meetings, discussions and communications with beneficiaries or counterparties. (d) The Seller shall procure that, prior to or on Completion, the Sellers discover there are Company is released from all guarantees, indemnities, letters of credit, surety bonds, performance bonds and 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted Obligation, which shall be treated as if financial assurance obligations given by 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 liability or obligation of the Seller or any other member of the Seller’s Group (the Target Guarantees), and pending such release the Seller shall indemnify the Purchaser against 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 and expenses 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedconnection with such Target Guarantees.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Each of TBS and TWC irrevocably and unconditionally guarantees (each, a "Guarantee"), to use each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) and to the Trustee and its commercially reasonable best efforts to secure successors and assigns (i) the full and complete releasepunctual payment of principal of and interest on the Securities when due, prior whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase AgreementTrustee) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under any agreement this Indenture and the Securities. (b) Each of TBS and TWC further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of TBS and TWC further agrees to waive presentment to, demand of payment from and protest to the Company of any of the Subsidiaries Guarantees, and also waives notice of acceptance of its Guarantee and notice of protest for nonpayment. (d) The obligation of each of TBS and TWC to make any payment hereunder may be satisfied by causing the Company to make such payment. (e) Each of TBS and TWC also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or Holder of Securities in enforcing any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing respective rights under the Purchase Agreement. Set forth on Schedule 4.11 to the Purchase Agreement, to the knowledge, after reasonable inquiry, of those persons specified on Schedule 2.04(bGuarantees. (f) 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 Any term 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted Obligation, which shall be treated as if it had appeared on such Schedule 4.11 at the time of execution provision 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 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 Indenture to the contrary contained in this Agreementnotwithstanding, Crescent Operating the maximum aggregate amount of each of the Guarantees of TWC and TBS shall have no obligation not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Section 3.3 unless and until Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedrights of creditors generally.

Guarantees. Crescent Operating acknowledges Each of AOLTW and AT&T agrees that CBHS has agreed it shall cause the AOLTW Partner and the MediaOne Partner, as applicable, (and any direct or indirect transferee of such Partner) to use comply with all of the obligations of such Partner hereunder. AT&T further agrees that it will continue to own directly and indirectly a majority of the equity and other ownership interests of each MediaOne Partner (or, if such MediaOne Partner is a Disposition Trust, of a Person that owns all of the ownership interests of in such Disposition Trust) until such time as such MediaOne Partner shall have Disposed of its commercially reasonable best efforts Partnership Interests to secure any Person who is not an Affiliate of such MediaOne Partner in accordance with Section 3.1; provided that AT&T may Dispose of all of its equity interests in the full and complete releaseMediaOne Partner or any Parent thereof in connection with a sale or transfer of all or substantially all of its broadband business if the transferee thereof (and, prior if such transferee is a Subsidiary of another Person, then such transferee's Ultimate Parent) agrees in writing to succeed to the closing under the Purchase Agreement (benefits of and continuously thereafter if not released prior to such closing), of any and be bound by all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries terms and conditions binding upon or their subsidiaries to the benefit of AT&T under this Agreement and the Partnership Interest Sale Agreement. TWC will continue to own, directly or indirectly, a majority of the equity of the Partnership through and until the third anniversary of the date hereof and thereafter shall not take any action that would result in TWC ceasing to own, directly or indirectly, a majority of the equity of the Partnership unless it provides at least five (or under 5) days' notice to the MediaOne Partners; provided, however, that TWC shall not, without the consent of the MediaOne Partners holding a majority of the MediaOne Partnership Interest, take any contract assigned such action, unless such action has previously been commenced in accordance with this Section 10.12, during any period commencing on the date that any MediaOne Partner initiates its right to CBHS Dispose of its Partnership Interest pursuant to Section 3 or 4 of the Purchase Agreement) Partnership Interest Sale Agreement through and to secure full and complete release, prior to until the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), earlier of any and all obligations (the "Magellan Obligations") (i) the closing of such Disposition in accordance with Section 3 or 4, as applicable, of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner Partnership Interest Sale Agreement and (ii) under any agreement of any the final date upon which Section 3 or 4, as applicable, of the Subsidiaries Partnership Interest Sale Agreement requires such a closing to take place (provided that TWC shall not take or their subsidiaries (permit to be taken any such action during any period of delay in such closing which results directly from a breach by AOLTW or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any TWC of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing its obligations under the Purchase Partnership Interest Sale Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummated.

Guarantees. Crescent Operating acknowledges that CBHS has agreed The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to use its commercially reasonable best efforts to secure guarantee any Indebtedness of the full and complete release, prior to the closing under the Purchase Agreement Company (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan GuaranteesGuaranteed Indebtedness") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete releaseNotes, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for a Guarantee (a "Guarantee") of payment of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the Contribution Agreement, dated as of June 16, 1997, Notes by and among Magellan, Crescent Operating and CBHS, and under which the Sellers or any of their affiliates (other than the Subsidiaries) remain obligors or indemnitors in any manner such Restricted Subsidiary and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) such Restricted Subsidiary waives and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors not in any manner after whatsoever claim or take the closing benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary of the Company as a result of any payment by such Restricted Subsidiary under its Guarantee, provided that any Restricted Subsidiary may guarantee any Credit Facility so long as such Restricted Subsidiary enters into a Guarantee ranking pari passu with its guarantee under such Credit Facility. If the Purchase Agreement. Set forth on Schedule 4.11 Guaranteed Indebtedness is pari passu with the Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu with or subordinated to the Purchase Agreement, Guarantee; and if the Guaranteed Indebtedness is subordinated to the knowledgeNotes, after reasonable inquiry, then the guarantee of those persons specified on Schedule 2.04(b) such Guaranteed Indebtedness shall be subordinated 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 Guarantee at least to the Purchase Agreement ("Unlisted Obligations")extent that the Guaranteed Indebtedness is subordinated to this Note. Notwithstanding the provisions of Section 4.10(a) of the Indenture, the Sellers may request Crescent Operating to add any such Unlisted Obligation to such Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 Guarantee by a Restricted Subsidiary shall provide by its terms that it shall be automatically amended to include and unconditionally released and discharged upon the Unlisted Obligationrelease or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Guarantee, which shall be treated except a discharge or release by, or 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 Obligationa result of, 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 payment under such agreement or permitted by any third party to such agreement. Crescent Operating agrees that, to the extent any Magellan Guarantee (listed on Schedule 4.11 to the 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 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedguarantee.

Guarantees. Crescent Operating acknowledges that CBHS has agreed to use its commercially reasonable best efforts to secure the full and complete release, prior (a) Subject to the closing under provisions of this Article X, each Guarantor, jointly and severally, irrevocably and unconditionally guarantees to each Holder of Notes and to the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any Trustee on behalf of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") Holders: (i) the due and punctual payment in full of principal of and interest on the Sellers Notes when due, whether at stated maturity, upon acceleration, redemption or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and otherwise; (ii) under any agreement the due and punctual payment in full of any interest on the overdue principal of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 thatand, to the extent any Magellan Guarantee permitted by law, interest on the Notes; and (listed on Schedule 4.11 iii) the due and punctual payment of all other Obligations of the Company and the other Guarantors to the Purchase Agreement) of any such indebtedness Holders or obligation the Trustee hereunder 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 AgreementNotes, 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 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 settlementthe payment of fees, costs expenses, indemnification or other amounts. In case of investigation 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 pay any such other Obligation, each Guarantor agrees to cause any such payment to be made punctually when due, whether at stated maturity, upon acceleration, redemption or otherwise, and as if such payment were made by the Company and to perform any such other Obligation of the Company immediately. Each Guarantor further agrees to pay any and all expenses (including reasonable attorneys' counsel fees -45- 53 and expenses) arising out incurred by the Trustee or the Holders in enforcing any rights under these Guarantees. The Guarantees under this Article X are guarantees of payment and not of collection. (b) Each of the Company and the Guarantors waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or relating bankruptcy of the Company or any other Guarantor, any right to require a proceeding first against the Company or any other Guarantor, protest or notice with respect to the Magellan Notes and all demands whatsoever, and covenants that these Guarantees and Magellan Obligations. Notwithstanding anything to shall not be discharged except by complete performance of the contrary Obligations contained in the Notes and in this AgreementIndenture, Crescent Operating shall have no obligation under this Section 3.3 unless and until the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedas otherwise specifically provided therein or herein.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Subject to use this ARTICLE Eleven, each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its commercially reasonable best efforts to secure successors and assigns, regardless of the validity and enforceability of this Indenture, (i) the full and complete releasepunctual payment when due, prior whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the closing under Trustee) and the Purchase Agreement Notes, whether for payment of principal of, or premium (and continuously thereafter if not released prior to such closingany), of any interest (if any) on, the Notes and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or other monetary obligations of CBHS or its affiliates the Issuer under this Indenture (other than CBHSincluding interest on the overdue principal of, premium (if any), interest (if any) or on, the Notes, if lawful (subject in all cases to any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreementapplicable grace period provided herein)) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this ARTICLE Eleven notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer in relation to any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the Subsidiaries terms or their subsidiaries provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; (vi) the recovery of any judgment against the Issuer; (vii) any change in the ownership of such Guarantor, except as provided in Section 11.07 or Section 11.08 or (viii) any other circumstance which might constitute a legal or equitable discharge or defense of a Guarantor. (c) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of, premium (if any), interest (if any) on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee (or under any contract assigned as directed by the Holders), forthwith pay, or cause to CBHS pursuant be paid, in cash, to the Purchase AgreementHolders or the Trustee an amount equal to the sum of (i) the unpaid principal of and premium (if any) on such Guaranteed Obligations, (ii) accrued and unpaid interest(if any), on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the Issuer to the Holders and the Trustee. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. (d) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer in respect of such Guaranteed Obligations first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor. (e) Except as expressly set forth in Article Eight, Section 11.02 and Section 11.08, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under which this Indenture, the Sellers Notes or any other agreement, by any waiver or modification of their affiliates (any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other than the Subsidiaries) will remain obligors act or indemnitors thing or omission or delay to do any other act or thing which may or might in any manner after or to any extent vary the closing under risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (f) Each Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Purchase AgreementGuaranteed Obligations. Set forth on Schedule 4.11 If any Holder or the Trustee is required by any court or otherwise to return to the Purchase AgreementIssuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the knowledgeTrustee or such Holder, 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 thatNote Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (g) Each Guarantor agrees that it shall not be entitled to any Magellan Guarantee (listed on Schedule 4.11 right of subrogation in relation to the 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 Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of the Note Guarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Six, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of the Note Guarantee of such Guarantor. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. (h) Each Guarantor also agrees to pay any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines costs and other judgments expenses (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and including reasonable attorneys' ’ fees and expenses) arising out incurred by the Trustee or any Holder in enforcing any 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 its rights under this Section 3.3 unless 11.01. (i) Upon request of the Trustee, each Guarantor shall execute and until deliver such further instruments and do such further acts as may be reasonably necessary or proper to more effectively carry out the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedpurpose of this Indenture.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Prior to use the Initial Escrow Release Date, the Securities will not be guaranteed. From and after the Initial Escrow Release Date, the Securities will be guaranteed by the Guarantors party to the Initial Escrow Release Supplemental Indenture. Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees on a senior secured basis, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its commercially reasonable best efforts to secure successors and assigns (i) the full and complete releasepunctual payment when due, prior whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the closing under Trustee) and the Purchase Agreement (and continuously thereafter Securities, whether for payment of principal of, premium, if not released prior to such closing)any, or interest on in respect of any the Securities and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or other monetary obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or Issuers under any contract assigned to CBHS pursuant to this Indenture, the Purchase Agreement) Security Documents and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 10 notwithstanding any agreement extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Issuers of any of the Subsidiaries Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or their subsidiaries the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person under this Indenture, the Securities or any contract assigned other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or Trustee to CBHS pursuant exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.02(b). (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Purchase AgreementGuarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Issuers’ or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuers be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Sections 8.01, 10.02 and 10.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under which this Indenture, the Sellers Securities or any other agreement, by any waiver or modification of their affiliates (any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other than the Subsidiaries) will remain obligors act or indemnitors thing or omission or delay to do any other act or thing which may or might in any manner after or to any extent vary the closing under risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (f) Except as set forth in Sections 8.01 and 10.02, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Purchase AgreementGuaranteed Obligations. Set Except as set forth in Sections 8.01 and 10.02, each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on Schedule 4.11 any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuers to pay the Purchase Agreementprincipal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the knowledge, after reasonable inquiry, of those persons specified on Schedule 2.04(b) Holders or the Trustee an amount equal to the Purchase Agreementsum of (i) the unpaid principal amount of such Guaranteed Obligations, is a list of all Magellan Guarantees (ii) accrued 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted Obligation, which shall be treated as if it had appeared unpaid interest 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 Guaranteed Obligations (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, but only to the extent any Magellan Guarantee not prohibited by applicable law) and (listed on Schedule 4.11 iii) all other monetary obligations of the Issuers to the Purchase AgreementHolders and the Trustee in respect of the Guaranteed Obligations. (h) Each Guarantor agrees that it shall not be entitled to exercise any right of any such indebtedness or obligation or any Magellan Obligation (listed on Schedule 4.11 subrogation in relation 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 Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01. (i) Each Guarantor also agrees to pay any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines costs and other judgments expenses (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and including reasonable attorneys' ’ fees and expenses) arising out of incurred by the Trustee or relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained any Holder in this Agreement, Crescent Operating shall have no obligation enforcing any rights under this Section 3.3 unless 10.01. (j) Upon request of the Trustee, each Guarantor shall execute and until deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedpurpose of this Indenture.

Guarantees. Crescent Operating acknowledges that CBHS has agreed If Guarantees have been provided for any particular series of Securities pursuant to use Section 3.1, each applicable Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder of Securities of such series, to the Trustee and its commercially reasonable best efforts to secure successors and assigns: (a) the full and complete releasepunctual payment of all of the principal of, prior and any premium and interest on, the Securities of such series when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer under this Indenture and the Securities of such series; and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this Indenture with respect to the closing Securities of such series and under the Purchase Agreement Securities of such series (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and continuously thereafter if not released prior to that such closing), Guarantor will remain bound under this Article XVI notwithstanding any extension or renewal of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS Guaranteed Obligation. In addition, if Guarantees have been provided pursuant to the Purchase AgreementSection 3.1 for a particular series of Securities, each applicable Guarantor waives: (1) presentation to, demand of, payment from and to secure full and complete release, prior protest to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement Issuer of any of the Subsidiaries Guaranteed Obligations and also waives notice of protest for non-payment; and (2) notice of any default under the Securities of such series or the Guaranteed Obligations, and agrees that the Holders of such Securities may exercise their subsidiaries rights of enforcement under its Guarantee without first exercising their rights of enforcement directly against the Issuer. The obligations of each Guarantor hereunder shall not be affected by: (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any contract assigned to CBHS pursuant to other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the Purchase Agreementterms or provisions of this Indenture, the Securities or any other agreement; (d) and under which the Sellers release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of their affiliates them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other than Guarantor of the SubsidiariesGuaranteed Obligations; or (f) will remain obligors any change in the ownership of such Guarantor. If Guarantees have been provided for a particular series of Securities pursuant to Section 3.1, each applicable Guarantor further agrees that its Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or indemnitors the Trustee to any security held for payment of the Guaranteed Obligations. If Guarantees have been provided for a particular series of Securities pursuant to Section 3.1, and except as expressly set forth in Sections 12.3(e), 16.2 and 16.6, the obligations of each applicable Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner after or to any extent vary the closing under risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. If Guarantees have been provided for a particular series of Securities pursuant to Section 3.1, each applicable Guarantor further agrees that its Guaranteed Obligations herein shall continue to be effective or be reinstated, as the Purchase Agreementcase may be, if at any time payment, or any part thereof, of principal of, or premium or interest on, any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. Set forth on Schedule 4.11 In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the Purchase Agreementprincipal of, or premium or interest on, any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the knowledge, after reasonable inquiry, of those persons specified on Schedule 2.04(b) Holders or the Trustee an amount equal to the Purchase Agreement, is a list sum of: (1) the unpaid amount of all Magellan Guarantees such Guaranteed Obligations; (2) accrued and Magellan Obligations. To the extent, after the date hereof, the Sellers discover there are other Magellan Guarantees or Magellan unpaid interest on such Guaranteed Obligations not identified on Schedule 4.11 (but only to the Purchase Agreement extent not prohibited by law); and ("Unlisted Obligations"), 3) all other monetary Guaranteed Obligations of the Sellers may request Crescent Operating to add any such Unlisted Obligation to such Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 Issuer to the addition of an Unlisted Obligation, Magellan may terminate any such Unlisted Obligation (Holders 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 agreementTrustee. Crescent Operating Each Guarantor agrees that, to as between it, on the extent one hand, and the Holders and the Trustee, on the other hand: (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article VII for the purposes of such Guarantor’s Guarantee herein, notwithstanding any Magellan Guarantee (listed on Schedule 4.11 to the Purchase Agreement) of any stay, injunction or other prohibition preventing 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 acceleration in respect of the Guaranteed Obligations; and (y) in the event of any declaration of acceleration of such Obligations as provided in Article VII, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. If Guarantees have been provided for a particular series of Securities pursuant to Section 3.1, each applicable Guarantor also agrees to pay any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines costs and expenses (including reasonable fees and expenses of attorneys and other judgments (at equity agents) incurred by the Trustee or at law) and damages whenever arising or incurred (including, without limitation, amounts paid any Holder 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 enforcing any rights under this Section 3.3 unless and until the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedSection.

Guarantees. Crescent Operating acknowledges that CBHS has agreed The Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantee on a senior unsecured basis and as primary obligor and not merely as surety to use its commercially reasonable best efforts to secure each Holder and the Trustee the full and complete releasepunctual payment when due, prior whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all other obligations and liabilities of the Company under this Indenture (including without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the closing Company or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) (all the foregoing being hereinafter collectively called the “Obligations”). The Obligations of Subsidiary Guarantors under the Purchase Agreement Subsidiary Guarantees shall rank equally in right of payment with other Indebtedness of such Subsidiary Guarantor, except to the extent such other Indebtedness is expressly subordinate to the obligations arising under the Subsidiary Guarantee. Each Subsidiary Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and continuously thereafter if not released prior to such closing), that it shall remain bound under this Article X notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of payment from and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant protest to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement Company of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) Obligations and under which the Sellers or any also waives notice of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummated.protest for

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees (each, a “Guarantee”), on a joint and several basis, to use each Holder of 2020 Notes (including each Holder of 2020 Notes issued under the Indenture after the date of this Amendment No. [ ]) and to the Trustee and its commercially reasonable best efforts to secure successors and assigns on a senior basis, irrespective of the validity and enforceability of this Indenture, the 2020 Notes or the obligations of the Company hereunder or thereunder (i) the full and complete release, prior punctual payment of all monetary obligations of the Company under the Indenture (including obligations to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees"Trustee) by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under any agreement the Indenture. Each Guarantor further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence of any action to enforce the same, the recovery of any judgment against the Company (except to the extent such judgment is paid) or any waiver or amendment of the Subsidiaries provisions of the Indenture or their subsidiaries (or under any contract assigned to CBHS pursuant the 2020 Notes to the Purchase Agreement) and under which the Sellers extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defence of their affiliates such Guarantor (other than except that such waiver or amendment shall be effective in accordance with its terms). (b) Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the SubsidiariesGuarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor further agrees that its Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 Subject to the 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 this Section 2 and Magellan Obligations. To the extent, after the date Section 5 hereof, the Sellers discover there Guarantors hereby agree that their obligations hereunder are other Magellan Guarantees unconditional, irrespective of the validity, regularity or Magellan Obligations not identified on Schedule 4.11 to enforceability of the Purchase Agreement ("Unlisted Obligations")2020 Notes or this Indenture, the Sellers may request Crescent Operating absence of any action to add enforce the same, any such Unlisted Obligation waiver or consent by any Holder of the 2020 Notes with respect to such Schedule 4.11any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. If Crescent Operating agrees Without limiting the generality of the foregoing, each Guarantor’s liability under this Guarantee shall extend to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include all obligations under the Unlisted 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 (2020 Notes 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred Indenture (including, without limitation, amounts paid in settlementinterest, fees, costs of investigation and reasonable attorneys' fees and expenses) arising out that would be owed but for the fact that they are unenforceable or not allowable due to any proceeding under bankruptcy law involving the Company or any Guarantor. Each Guarantor further agrees to waive presentment to, demand of or relating payment from and protest to the Magellan Guarantees Company of its Guarantee, and Magellan Obligationsalso waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for non-payment, the filing of claims with a court in the event of merger or bankruptcy of the Company and any right to require a proceeding first against the Company or any other Person. Notwithstanding anything The obligations of a Guarantor shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under the Indenture or the 2020 Notes of any series. Subject to Section 5 hereof, each Guarantor covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the 2020 Notes and this Indenture. (d) The obligation of a Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Guarantor to make such payment. If any Holder of any 2020 Notes or the Trustee is required by any court or otherwise to return to the Company or any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or any such Guarantor any amount paid by any of them to the Trustee or such Holder, any applicable Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of 2020 Notes in enforcing any of their respective rights under its Guarantee. (f) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders of the 2020 Notes in respect of any obligations guaranteed hereby until payment and performance in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders of the 2020 Notes and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII of the Second Supplemental Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII of the Second Supplemental Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders of the 2020 Notes under the Guarantee. (g) Any term or provision of this Amendment No. [ ] to the contrary contained notwithstanding, the maximum aggregate amount of a Guarantor’s Guarantee shall not exceed the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in this Agreement, Crescent Operating shall have no obligation respect of the obligations of such other Guarantor under this Section 3.3 unless and until the conditions set forth 2, result in the Purchase Agreement shall have been fulfilled obligations of such Guarantor under its Guarantee not constituting either a fraudulent transfer or waivedconveyance or voidable preference, and all transactions contemplated by financial assistance or improper corporate benefit, or violating the Purchase Agreement shall have been consummatedcorporate purpose of the relevant Guarantor or any applicable capital maintenance or similar laws or regulations affecting the rights of creditors generally under any applicable law or regulation.

Guarantees. Crescent Operating acknowledges that CBHS has agreed to use The Companies and the OPs agree that, unless an OP shall have theretofore reacquired its commercially reasonable best efforts to secure Preferred Units and paid the full and complete releaseReacquisition Price as provided in Section 5.3 hereof, prior such OP (a) will repay its Note entirely from the proceeds of new third party borrowings which will (x) if non-recourse obligations of such OP, be collateralized by first security interests in an amount of property with a fair market value of at least 150% of the principal amount of the indebtedness being incurred, which first security interests must remain in effect on such collateral or substitute collateral of equivalent value to the closing under collateral replaced for so long as such indebtedness shall remain outstanding, and (y) have neither recourse against nor a guarantee from the Purchase Agreement (and continuously thereafter if not released prior general partner of such OP or a related party to the general partner of such closing), OP such that the general partner or such related party would be deemed to bear the economic risk of any and all guarantees loss of such borrowings within the meaning of Treasury Regulation Section 1.752-2 (the "Magellan GuaranteesRefinancing Indebtedness") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates and (other than CBHSb) or shall not repay any of the Subsidiaries principal amount of such Refinancing Indebtedness unless either (x) after giving effect to such repayment, the remaining principal amount of such Refinancing Indebtedness shall not be less than the initial principal amount of such OP's Note and, if such Refinancing Indebtedness is non-recourse to such OP, the fair market value of the Partnership's assets securing such Refinancing Indebtedness shall be at least 150% of such remaining principal amount, or their subsidiaries (or under any contract assigned y) it shall have made arrangements satisfactory to CBHS pursuant PCIC in its sole discretion for it to continue to extend Guarantees of other indebtedness of such OP in an amount at least equal to the Purchase Agreementinitial principal amount of such OP's Note. In connection with arranging such Refinancing Indebtedness, each OP will make the necessary arrangements to (a) and permit PCIC, should it elect to secure full and complete releasedo so in its discretion, prior to issue a Guarantee (in a form to be determined by PCIC provided that such form does not have adverse consequences to such OP, the Company that is a limited partner in such OP or the lenders under such Refinancing Indebtedness) as to the closing under payment of an amount of such borrowings by such OP in an amount equal to the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) principal amount of the Sellers or any Note issued by such OP, provided, that, if such Refinancing Indebtedness is of their affiliates (other than differing levels of seniority, the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to Guarantees shall guarantee the Contribution Agreement, dated as of June 16, 1997, by and among Magellan, Crescent Operating and CBHSmost senior indebtedness, and under which the Sellers or any of their affiliates (other than the Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the Purchase Agreement, to the knowledge, after reasonable inquiry, of those persons specified on Schedule 2.04(bb) to the Purchase Agreement, is provide PCIC with sufficient notice to enable PCIC to elect to make such 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted Obligation, which shall be treated as if it had appeared on such Schedule 4.11 at Guarantee with effect from the time of execution the incurrence of this Agreementsuch Refinancing Indebtedness. Should Crescent Operating object NCIC, PCIC and Management Company shall cooperate and use commercially reasonable efforts to assist the addition of an Unlisted Obligation, Magellan may terminate any such Unlisted Obligation (Companies and the related underlying obligationsOPs in promptly obtaining the Refinancing Indebtedness, if any); provided that including making available to potential lenders access to such termination is permitted information and personnel about the Companies and its properties as are under the applicable contractual agreement; providedcontrol of NCIC, 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 any Magellan Guarantee (listed on Schedule 4.11 to the Purchase Agreement) of any such indebtedness or obligation or any Magellan Obligation (listed on Schedule 4.11 to the Purchase Agreement) is not fully PCIC 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 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedManagement Company.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees (each, a “Guarantee”), on a joint and several basis, to use each Holder of 2023 Notes (including each Holder of 2023 Notes issued under the Indenture after the date of this Amendment No. [ ]) and to the Trustee and its commercially reasonable best efforts to secure successors and assigns on a senior basis, irrespective of the validity and enforceability of this Indenture, the 2023 Notes or the obligations of the Company hereunder or thereunder (i) the full and complete release, prior punctual payment of all monetary obligations of the Company under the Indenture (including obligations to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees"Trustee) by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under any agreement the Indenture. Each Guarantor further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence of any action to enforce the same, the recovery of any judgment against the Company (except to the extent such judgment is paid) or any waiver or amendment of the Subsidiaries provisions of the Indenture or their subsidiaries (or under any contract assigned to CBHS pursuant the 2023 Notes to the Purchase Agreement) and under which the Sellers extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defence of their affiliates such Guarantor (other than except that such waiver or amendment shall be effective in accordance with its terms). (b) Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the SubsidiariesGuarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor further agrees that its Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 Subject to the 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 this Section 2 and Magellan Obligations. To the extent, after the date Section 5 hereof, the Sellers discover there Guarantors hereby agree that their obligations hereunder are other Magellan Guarantees unconditional, irrespective of the validity, regularity or Magellan Obligations not identified on Schedule 4.11 to enforceability of the Purchase Agreement ("Unlisted Obligations")2023 Notes or this Indenture, the Sellers may request Crescent Operating absence of any action to add enforce the same, any such Unlisted Obligation waiver or consent by any Holder of the 2023 Notes with respect to such Schedule 4.11any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. If Crescent Operating agrees Without limiting the generality of the foregoing, each Guarantor’s liability under this Guarantee shall extend to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include all obligations under the Unlisted 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 (2023 Notes 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred Indenture (including, without limitation, amounts paid in settlementinterest, fees, costs of investigation and reasonable attorneys' fees and expenses) arising out that would be owed but for the fact that they are unenforceable or not allowable due to any proceeding under bankruptcy law involving the Company or any Guarantor. Each Guarantor further agrees to waive presentment to, demand of or relating payment from and protest to the Magellan Guarantees Company of its Guarantee, and Magellan Obligationsalso waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for non-payment, the filing of claims with a court in the event of merger or bankruptcy of the Company and any right to require a proceeding first against the Company or any other Person. Notwithstanding anything The obligations of a Guarantor shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under the Indenture or the 2023 Notes of any series. Subject to Section 5 hereof, each Guarantor covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the 2023 Notes and this Indenture. (d) The obligation of a Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Guarantor to make such payment. If any Holder of any 2023 Notes or the Trustee is required by any court or otherwise to return to the Company or any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or any such Guarantor any amount paid by any of them to the Trustee or such Holder, any applicable Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of 2023 Notes in enforcing any of their respective rights under its Guarantee. (f) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders of the 2023 Notes in respect of any obligations guaranteed hereby until payment and performance in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders of the 2023 Notes and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII of the Third Supplemental Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII of the Third Supplemental Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders of the 2023 Notes under the Guarantee. (g) Any term or provision of this Amendment No. [ ] to the contrary contained notwithstanding, the maximum aggregate amount of a Guarantor’s Guarantee shall not exceed the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in this Agreement, Crescent Operating shall have no obligation respect of the obligations of such other Guarantor under this Section 3.3 unless and until the conditions set forth 2, result in the Purchase Agreement shall have been fulfilled obligations of such Guarantor under its Guarantee not constituting either a fraudulent transfer or waivedconveyance or voidable preference, and all transactions contemplated by financial assistance or improper corporate benefit, or violating the Purchase Agreement shall have been consummatedcorporate purpose of the relevant Guarantor or any applicable capital maintenance or similar laws or regulations affecting the rights of creditors generally under any applicable law or regulation.

Guarantees. Crescent Operating acknowledges that CBHS has agreed to use its commercially reasonable best efforts to secure All obligations of the full and complete release, prior to the closing Borrower under the Purchase Agreement ABL Facility and of the Borrower and its restricted subsidiaries under certain interest rate protection or other hedging arrangements (and continuously thereafter if not released prior including with respect to such closing), of any and all guarantees (currency) entered into with a person that is the "Magellan Guarantees") by the Sellers ABL Administrative Agent or an ABL Lender or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any affiliate of the Subsidiaries ABL Administrative Agent or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted Obligation, which shall be treated as if it had appeared on such Schedule 4.11 ABL Lender at the time of execution entering into such arrangements (collectively, the “Hedging Arrangements”) and certain cash management arrangements entered into with a person that is the ABL Administrative Agent or a ABL Lender or any affiliate of this Agreement. Should Crescent Operating object any the ABL Administrative Agent or a ABL Lender at the time of entering into such arrangements (collectively, the “Cash Management Arrangements” and, together with the Hedging Arrangements, the “Secured Agreements”), will be unconditionally guaranteed jointly and severally on a senior secured basis (the “ABL Guarantees”) by Holdings and each existing and subsequently acquired or organized wholly-owned material U.S. and Canadian domestic subsidiary of the Borrower, subject to the addition of an Unlisted ObligationABL Documentation Principles and other than Excluded Subsidiaries (the “Subsidiary Guarantors” and, Magellan may terminate any such Unlisted Obligation (together with Holdings, the “Guarantors” and the related underlying obligationsGuarantors together with the Borrower, if anythe “Loan Parties” and the Loan Parties organized in Canada, the “Canadian Loan Parties”); provided . The ABL Facility Documentation will provide that such termination is permitted under the applicable contractual agreement; provided, further, term “FSHCO” means any direct or indirect subsidiary of Holdings that CBHS has no material assets other than equity interests (or equity interests and indebtedness) of one or more non-U.S. subsidiaries of the Borrower (other than Canadian subsidiaries) that are “controlled foreign corporations” within the meaning of Section 957(a) of the Code or other FSHCOs. Neither the Acquired Business nor any of 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, subsidiaries will be Loan Parties prior to the extent any Magellan Guarantee (listed on Schedule 4.11 to consummation of the Purchase Agreement) Acquisition and the initial funding 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 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedFacilities.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Each Guarantor hereby irrevocably and unconditionally guarantees (in the case of each Foreign Guarantor, jointly and severally, and in the case of each Non-Subsidiary Guarantor, severally but not jointly) as a primary obligor and not merely as a surety on a senior basis, to use its commercially reasonable best efforts to secure the full each Holder and complete release, prior to the closing under Trustee (or any Paying Agent, Registrar, authenticating agent and transfer agent acting on the Purchase Agreement (and continuously thereafter if not released prior to such closingTrustee’s behalf), and the Trustee’s successor and assigns (or the successor and assign of any Paying Agent, Registrar, authenticating agent and all guarantees (transfer agent acting on the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations"Trustee’s behalf) (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Sellers Issuer under this Indenture (including obligations to the Trustee (or any Paying Agent, Registrar, authenticating agent and transfer agent acting on the Trustee’s behalf) and the Notes, whether for payment of their affiliates (principal of, premium, if any, or interest on in respect of the Notes and all other than monetary obligations of the Subsidiaries) Issuer under any agreement which was assigned to CBHS or its subsidiaries pursuant to this Indenture and the 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 Subsidiaries) remain obligors or indemnitors in any manner Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all of the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 10 notwithstanding any agreement extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Subsidiaries Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or their subsidiaries the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes, or any contract assigned other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or Trustee to CBHS pursuant exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.02(b). (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer or any other Guarantor first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Sections 8.01(b), 10.02, 10.06 and 10.08 (with respect to the Purchase Agreement) Swiss Guarantors only), the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under which this Indenture, the Sellers Notes or any other agreement, by any waiver or modification of their affiliates (any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other than the Subsidiaries) will remain obligors act or indemnitors thing or omission or delay to do any other act or thing which may or might in any manner after or to any extent vary the closing under risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (f) Each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Purchase AgreementGuaranteed Obligations. Set forth Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on Schedule 4.11 any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the Purchase Agreementprincipal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the knowledge, after reasonable inquiry, of those persons specified on Schedule 2.04(b) Holders or the Trustee an amount equal to the Purchase Agreementsum of (i) the unpaid principal amount of such Guaranteed Obligations, is a list of all Magellan Guarantees (ii) accrued 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted Obligation, which shall be treated as if it had appeared unpaid interest 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 Guaranteed Obligations (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, but only to the extent any Magellan Guarantee not prohibited by applicable law) and (listed on Schedule 4.11 iii) all other monetary obligations of the Issuer to the Purchase AgreementHolders and the Trustee. (h) Each Guarantor agrees that it shall not be entitled to any right of any such indebtedness or obligation or any Magellan Obligation (listed on Schedule 4.11 subrogation in relation 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 Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01. (i) Each Guarantor also agrees to pay any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines costs and other judgments expenses (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and including reasonable attorneys' ’ fees and expenses) arising out of incurred by the Trustee or relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained any Holder in this Agreement, Crescent Operating shall have no obligation enforcing any rights under this Section 3.3 unless 10.01. (j) Upon request of the Trustee, each Guarantor shall execute and until deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedpurpose of this Indenture.

Guarantees. Crescent Operating acknowledges that CBHS has agreed 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 Sections 4.18 and 12.8(a) hereof is required in the future to use its commercially reasonable best efforts to secure guarantee the full Obligations of the Company and complete releasethe Guarantors under the Senior Notes, prior the Guarantees and this Indenture upon execution of a supplemental indenture, hereby jointly and severally and irrevocably and unconditionally guarantees to the closing under the Purchase Agreement (Trustee and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any each Holder irrespective of the Subsidiaries validity or their subsidiaries (enforceability of this Indenture or the Securities or the Obligations of the Company and the Guarantors under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete releasethis Indenture, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") that: (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the Contribution Agreementprincipal of, 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 obligationspremium, if any); provided that such termination is permitted under , any interest, and Special Interest, if any, on 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred Senior Notes (including, without limitation, any interest that accrues after the filing of a proceeding of the type described in Sections 6.1(g) and (h)) and any fees, expenses and other amounts owing under this Indenture will be duly and punctually paid in settlementfull when due, costs whether at Maturity, by acceleration, call for redemption, upon a Change of investigation Control Offer, Asset Sale Offer, purchase or otherwise, and reasonable attorneys' fees interest on the overdue principal and expenses) arising out of or relating (to the Magellan Guarantees extent permitted by law) interest, if any, on the Senior Notes and Magellan Obligations. Notwithstanding anything to any other amounts due in respect of the contrary contained in this Agreement, Crescent Operating shall have no obligation under this Section 3.3 unless and until the conditions set forth in the Purchase Agreement shall have been fulfilled or waivedSenior Notes, and all transactions contemplated other Obligations of the Company and the Guarantors to the Holders of the Senior Notes under this Indenture, the Senior Notes and the Guarantees, whether now or hereafter existing, will be promptly paid in full or performed, all strictly in accordance with the terms hereof and of the Senior Notes; and (ii) in case of any extension of time of payment or renewal of any Senior Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Maturity, by acceleration, call for redemption, upon Change of Control Offer, Asset Sale Offer, purchase or otherwise; provided, however, that the Purchase Agreement maximum liability of Seabulk Transmarine Partnership, Ltd. under its Guarantee shall have been consummated.be limited to 66 2/3% of the fair market value, from time to time, of the Seabulk America Official No. 911357. If payment is not made when due of any amount so guaranteed for whatever reason, each Guarantor shall be jointly and severally obligated to pay the same individually whether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Section

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Subject to use Section 6 hereof, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees (each, a “Guarantee”), on a joint and several basis, to each Holder of 2019 Notes (including each Holder of 2019 Notes issued under the Indenture after the date of this Amendment No. 3) and to the Trustee and its commercially reasonable best efforts to secure successors and assigns on a senior basis, irrespective of the validity and enforceability of the Indenture, the 2019 Notes or the obligations of the Company hereunder or thereunder (i) the full and complete release, prior punctual payment of all monetary obligations of the Company under the Indenture (including obligations to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees"Trustee) by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under any agreement the Indenture. Each Guarantor further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence of any action to enforce the same, the recovery of any judgment against the Company (except to the extent such judgment is paid) or any waiver or amendment of the Subsidiaries provisions of the Indenture or their subsidiaries (or under any contract assigned to CBHS pursuant the 2019 Notes to the Purchase Agreement) and under which the Sellers extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defence of their affiliates such Guarantor (other than except that such waiver or amendment shall be effective in accordance with its terms). (b) Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the SubsidiariesGuarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor further agrees that its Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 Subject to the 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 this Section 2 and Magellan Obligations. To the extent, after the date Section 5 and 6 hereof, the Sellers discover there Guarantors hereby agree that their obligations hereunder are other Magellan Guarantees unconditional, irrespective of the validity, regularity or Magellan Obligations not identified on Schedule 4.11 to enforceability of the Purchase Agreement ("Unlisted Obligations")2019 Notes or the Indenture, the Sellers may request Crescent Operating absence of any action to add enforce the same, any such Unlisted Obligation waiver or consent by any Holder of the 2019 Notes with respect to such Schedule 4.11any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. If Crescent Operating agrees Without limiting the generality of the foregoing, each Guarantor’s liability under this Guarantee shall extend to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include all obligations under the Unlisted 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 (2019 Notes 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred Indenture (including, without limitation, amounts paid in settlementinterest, fees, costs of investigation and reasonable attorneys' fees and expenses) arising out that would be owed but for the fact that they are unenforceable or not allowable due to any proceeding under bankruptcy law involving the Company or any Guarantor. Each Guarantor further agrees to waive presentment to, demand of or relating payment from and protest to the Magellan Guarantees Company of its Guarantee, and Magellan Obligationsalso waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for non-payment, the filing of claims with a court in the event of merger or bankruptcy of the Company and any right to require a proceeding first against the Company or any other Person. Notwithstanding anything The obligations of a Guarantor shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under the Indenture or the 2019 Notes of any series. Subject to Section 5 hereof, each Guarantor covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the 2019 Notes and the Indenture. (d) The obligation of a Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Guarantor to make such payment. If any Holder of any 2019 Notes or the Trustee is required by any court or otherwise to return to the Company or any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or any such Guarantor any amount paid by any of them to the Trustee or such Holder, any applicable Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of 2019 Notes in enforcing any of their respective rights under its Guarantee. (f) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders of the 2019 Notes in respect of any obligations guaranteed hereby until payment and performance in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders of the 2019 Notes and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII of the First Supplemental Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII of the First Supplemental Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders of the 2019 Notes under the Guarantee. (g) Any term or provision of this Amendment No. 3 to the contrary contained notwithstanding, the maximum aggregate amount of a Guarantor’s Guarantee shall not exceed the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in this Agreement, Crescent Operating shall have no obligation respect of the obligations of such other Guarantor under this Section 3.3 unless and until the conditions set forth 2, result in the Purchase Agreement shall have been fulfilled obligations of such Guarantor under its Guarantee not constituting either a fraudulent transfer or waivedconveyance or voidable preference, and all transactions contemplated by financial assistance or improper corporate benefit, or violating the Purchase Agreement shall have been consummatedcorporate purpose of the relevant Guarantor or any applicable capital maintenance or similar laws or regulations affecting the rights of creditors generally under any applicable law or regulation.

Guarantees. Crescent Operating acknowledges that CBHS has agreed to use its commercially reasonable best efforts to secure the full and complete release, prior (a) Subject to the closing under provisions of this Article X, each Guarantor, jointly and severally, irrevocably and unconditionally guarantees to each Holder of Notes and to the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any Trustee on behalf of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") Holders: (i) the due and punctual payment in full of all amounts payable in respect of the Sellers Notes when due, whether at stated maturity, upon acceleration, redemption, repurchase or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and otherwise; (ii) under any agreement the due and punctual payment in full of any of interest on the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 thatoverdue principal amounts and, to the extent any Magellan Guarantee permitted by law, interest on the Notes; and (listed on Schedule 4.11 iii) the due and punctual payment of all other Obligations of the Company and the other Guarantors to the Purchase Agreement) of any such indebtedness Holders or obligation the Trustee hereunder 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 AgreementNotes, 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 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 settlementthe payment of fees, costs expenses, indemnification or other amounts. In case of investigation the failure of the Company punctually to make any such payment or the failure of the Company or any other Guarantor to pay any such other Obligation, each Guarantor agrees to cause any such payment to be made punctually when due, whether at stated maturity, upon acceleration, redemption, repurchase or otherwise, and as if such payment were made by the Company and to perform any such other Obligation of the Company immediately. Each Guarantor further agrees to pay any and all expenses (including reasonable attorneys' counsel fees and expenses) arising out incurred by the Trustee or the Holders in enforcing any rights under these Guarantees. The Guarantees under this Article X are guarantees of payment and not of collection. (b) Each of the Company and the Guarantors waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or relating bankruptcy of the Company or any other Guarantor, any right to require a proceeding first against the Company or any other Guarantor, protest or notice with respect to the Magellan Notes and all demands whatsoever, and covenants that these Guarantees shall not be discharged except by complete performance of the Obligations contained in the Notes and Magellan Obligations. Notwithstanding anything in this Indenture, or as otherwise specifically provided therein or herein. (c) Each Guarantor waives and relinquishes: (i) any right to require the Trustee, the Holders or the Company (each, a "Benefited Party") 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 incurrence 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 of the Company, any Benefited Party, any creditor of the Guarantors, the Company or the Subsidiaries of the Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby 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 amount nor in other respects more burdensome than that of 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 U.S. Bankruptcy Code; and (vii) any defense based on any borrowing or grant of a security interest under Section 364 of the U.S. Bankruptcy Code. (d) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and Holders and the Trustee, on the other hand: (i) for purposes of the relevant Guarantee, the maturity of the Obligations Guaranteed by such Guarantee may be accelerated as provided in Article VI, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (ii) in the event of any acceleration of such 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 case may be, if at any time any payment, or any part thereof, on any of the Notes 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 be subrogated to all rights of the Holders against the Company in respect of any amounts paid by such Guarantor pursuant to the contrary contained provisions of the Guarantees or this Indenture; provided, however, that a Guarantor shall not be entitled to enforce or to receive any payments until all amounts payable in this Agreement, Crescent Operating shall have no obligation under this Section 3.3 unless and until the conditions set forth in the Purchase Agreement respect of all Notes issued hereunder shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedpaid in full.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Each Guarantor hereby jointly and severally irrevocably and unconditionally guarantees as a primary obligor and not merely as a surety on a senior basis to use each Holder and to the Indenture Trustee and its commercially reasonable best efforts to secure successors and assigns (i) the full and complete releasepunctual payment when due, prior whether at the Final Maturity Date, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the closing under Indenture Trustee and the Purchase Agreement (and continuously thereafter Notes, whether for payment of principal of, or premium, if not released prior to such closing)any, of any or interest on, the Notes and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or other monetary obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or Issuer under any contract assigned to CBHS pursuant to this Indenture and the Purchase Agreement) and to secure full and complete releaseNotes, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer, whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 9 notwithstanding any agreement extension or renewal of any Guaranteed Obligation. The Guaranteed Obligations of a Guarantor will be secured by security interests (subject to Permitted Liens) in the Collateral owned by such Guarantor to the extent provided for in the Security Documents and as required pursuant to Sections 4.08, 4.09 and 4.18. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Subsidiaries Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or their subsidiaries the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Indenture Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes, any contract assigned Security Document, or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes, any Security Document or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes, any Security Document or any other agreement; (iv) the release of any security held by any Holder or the Indenture Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or the Indenture Trustee to CBHS pursuant exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 9.02(b). (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Purchase AgreementGuarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer or any other Guarantor first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Indenture Trustee to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Sections 7.01 and 9.02, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Indenture Trustee to assert any claim or demand or to enforce any remedy under which this Indenture, the Sellers Notes, any Security Document or any other agreement, by any waiver or modification of their affiliates (any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other than the Subsidiaries) will remain obligors act or indemnitors thing or omission or delay to do any other act or thing which may or might in any manner after or to any extent vary the closing under risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (f) Except as expressly set forth in Sections 7.01 and 9.02, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Purchase AgreementGuaranteed Obligations. Set Except as expressly set forth in Sections 7.01 and 9.02, each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on Schedule 4.11 any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Indenture Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Indenture Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the Purchase Agreementprincipal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Indenture Trustee in accordance with this Indenture, forthwith pay, or cause to be paid, in cash, to the knowledge, after reasonable inquiry, of those persons specified on Schedule 2.04(b) Holders or the Indenture Trustee an amount equal to the Purchase Agreementsum of (i) the unpaid principal amount of such Guaranteed Obligations, is a list of all Magellan Guarantees (ii) accrued 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted Obligation, which shall be treated as if it had appeared unpaid interest 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 Guaranteed Obligations (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, but only to the extent any Magellan Guarantee not prohibited by applicable law) and (listed on Schedule 4.11 iii) all other monetary obligations of the Issuer then due to the Purchase AgreementHolders or the Indenture Trustee in respect of the Guaranteed Obligations. (h) Each Guarantor agrees that it shall not be entitled to any right of any such indebtedness or obligation or any Magellan Obligation (listed on Schedule 4.11 subrogation in relation 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 Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Indenture Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 5 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 5, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 9.01. (i) Each Guarantor also agrees to pay any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines costs and other judgments expenses (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and including reasonable attorneys' ’ fees and expenses) arising out of incurred by the Indenture Trustee or relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained any Holder in this Agreement, Crescent Operating shall have no obligation enforcing any rights under this Section 3.3 unless 9.01. (j) Upon request of the Indenture Trustee, each Guarantor shall execute and until deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedpurpose of this Indenture.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Investor Parent unconditionally and irrevocably guarantees to use its commercially reasonable best efforts to secure NII Telecom and the full Company (the “Parent Guaranteed Parties”) the due and complete release, prior punctual performance by Investor of: (i) all of Investor’s obligations pursuant to the closing under terms of this Agreement and the Purchase Agreement Ancillary Agreements (and continuously thereafter if not released prior as varied or amended in accordance with their terms); (ii) any payment obligation owed by Investor to such closing), of any and all guarantees the Parent Guaranteed Parties (the "Magellan Guarantees") by the Sellers or any of their affiliates them) in respect of any indebtedness obligation by Investor to fund the Company in accordance with the terms of this Agreement; (iii) any other payment obligation owed by Investor to the Parent Guaranteed Parties (or obligations any of CBHS or its affiliates (other than CBHSthem) in accordance with the terms of this Agreement or any of the Subsidiaries Ancillary Agreements; or their subsidiaries 73 (iv) any indemnity granted by Investor to the Parent Guaranteed Parties (or any of them) in accordance with the terms of this Agreement or any of the Ancillary Agreements, and Investor Parent undertakes to keep the Parent Guaranteed Parties fully indemnified on demand against any and all Losses of whatever nature which the Parent Guaranteed Parties may suffer or incur as a result of any failure or delay by Investor in the performance of any of its obligations hereunder. (b) Investor and Investor Parent jointly and severally warrant and represent to the Parent Guaranteed Parties that Investor Parent has the corporate power to execute and deliver this Agreement and perform its obligations under any contract assigned this Section 9.1, that the execution and delivery of this Agreement and the performance of the obligations of Investor Parent under this Section 9.1 have been duly authorized by all necessary corporate action on the part of Investor Parent and that the obligations of Investor Parent under Section 9.1(a), constitute legal, valid and binding obligations of Investor Parent. (c) Parent unconditionally and irrevocably guarantees to CBHS Investor (the “Investor Guaranteed Parties”) the due and punctual performance by NII Telecom and the Company of: (i) all of NII Telecom’s and the Company’s obligations pursuant to the Purchase Agreementterms of this Agreement and the Ancillary Agreements (as varied or amended in accordance with their terms); (ii) and to secure full and complete release, prior any payment obligation owed by NII Telecom to the closing under the Purchase Agreement Investor Guaranteed Parties (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiariesthem) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 obligation by NII Telecom to fund the Company in accordance with the terms of this Agreement; (iii) any other payment obligation owed by NII Telecom or the Company to the Investor Guaranteed Parties (or any of them) in accordance with the terms of this Agreement or any of the Ancillary Agreements; or (iv) any indemnity granted by NII Telecom or the Company to the Investor Guaranteed Parties (or any of them) in accordance with the terms of this Agreement or any of the Ancillary Agreements (subject to Section 8.6), and Parent undertakes to keep the Investor Guaranteed Parties fully indemnified on demand against any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity Losses of whatever nature which the Investor Guaranteed Parties may suffer or at law) and damages whenever arising incur as a result of any failure or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of delay by NII Telecom 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 the conditions set forth Company in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedperformance of any of its obligations hereunder (subject to Section 8.6).

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety on a senior basis, to use its commercially reasonable best efforts each Holder of a Note authenticated and delivered by the Trustee and to secure the Trustee, the Collateral Agent and their respective successors and assigns (i) the full and complete releasepunctual payment when due, prior subject to applicable grace periods, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company (including obligations to the closing Trustee and the Collateral Agent) under this Indenture, the Purchase Agreement (Notes and continuously thereafter the Notes Security Documents, whether for payment of principal of, premium, if not released prior to such closing)any, of any or interest on the Notes and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or other monetary obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or Company under any contract assigned to CBHS pursuant to this Indenture, the Purchase Agreement) Notes and to secure full and complete releasethe Notes Security Documents, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under any agreement this Indenture, the Notes and the Notes Security Documents (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Guaranteed Obligations of a Guarantor will be secured by security interests in the Collateral owned by such Guarantor to the extent provided for in the Notes Security Documents and as required pursuant to Sections 4.13 and 4.18. (b) Each Guarantor, to the extent permitted by law, waives presentation to, demand of payment from and protest to the Company of any of the Subsidiaries Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or their subsidiaries the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes, any contract assigned Notes Security Document or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes, any Notes Security Document or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes, any Notes Security Document or any other agreement; (iv) the release of any security held by any Holder, the Trustee or the Collateral Agent for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder, Trustee or the Collateral Agent to CBHS pursuant exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 12.02(b). (c) Subject to Section 12.02(a), each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Purchase AgreementGuarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company or any other Guarantor first be used and depleted as payment of the Company’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and under which waives any right to require that any resort be had by any Holder, the Sellers Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Article 12, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. (f) Except as expressly set forth in Article 12, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Except as expressly set forth in Article 12, each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of their affiliates principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (g) In furtherance of the foregoing and not in limitation of any other than right which any Holder or the Subsidiaries) will remain obligors Trustee or indemnitors Collateral Agent has at law or in equity against any manner after Guarantor by virtue hereof, upon the closing under failure of the Purchase Agreement. Set forth Company to pay the principal of or interest on Schedule 4.11 any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Purchase AgreementTrustee in accordance with this Indenture, forthwith pay, or cause to be paid, in cash, to the knowledgeHolders, after reasonable inquiry, of those persons specified on Schedule 2.04(b) the Trustee or Collateral Agent an amount equal to the Purchase Agreementsum of (i) the unpaid principal amount of such Guaranteed Obligations, is a list of all Magellan Guarantees (ii) accrued 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted Obligation, which shall be treated as if it had appeared unpaid interest 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 Guaranteed Obligations (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, but only to the extent any Magellan Guarantee not prohibited by applicable law) and (listed on Schedule 4.11 iii) all other monetary obligations of the Company then due to the Purchase AgreementHolders, the Trustee and the Collateral Agent in respect of the Guaranteed Obligations. (h) Each Guarantor agrees that it shall not be entitled to any right of any such indebtedness or obligation or any Magellan Obligation (listed on Schedule 4.11 subrogation in relation 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 Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders, the Trustee and the Collateral Agent, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 12.01. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under any Guarantee. (i) Each Guarantor also agrees to pay any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines costs and other judgments expenses (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and including reasonable attorneys' ’ fees and expenses) arising out of incurred by the Trustee, the Collateral Agent or relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained any Holder in this Agreement, Crescent Operating shall have no obligation enforcing any rights under this Section 3.3 unless and until the conditions 12.01. (j) The Guarantee set forth in this Article 12 shall not be valid or become obligatory for any purpose with respect to a Note until such Note has been duly authenticated pursuant to this Indenture. (k) Upon request of the Purchase Agreement Trustee, each Guarantor shall have been fulfilled execute and deliver such further instruments and do such further acts as may be necessary or waived, and all transactions contemplated by proper to carry out more effectively the Purchase Agreement shall have been consummatedpurpose of this Indenture.

Guarantees. Crescent Operating acknowledges that CBHS has agreed to use its commercially reasonable best efforts to secure the full and complete release, At or prior to the closing under Closing, the Purchase Agreement Purchaser shall (a) arrange for substitute guarantees, letters of credit, and continuously thereafter if not released prior other obligations or commitments to such closing)replace (i) any guarantees, letters of any credit, surety bonds, performance bonds, capital maintenance agreements or commitments, and all guarantees (other similar contractual obligations or commitments entered into with a Third Party by or on behalf of the "Magellan Guarantees") by the Sellers Seller or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates Affiliates (other than CBHS) or solely by any of the Subsidiaries or their subsidiaries Transferred Entities) in connection with the Target Business (or under any contract assigned to CBHS pursuant to together, the Purchase Agreement“Seller Guarantees”) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) outstanding as of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner date hereof and (ii) under any agreement Seller Guarantees entered into in the Ordinary Course of any of the Subsidiaries Business, on or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 hereof and prior to the Purchase Agreement Closing to the extent that the Seller has notified the Purchaser of the details of such Seller Guarantees at least thirty ("Unlisted Obligations"30) days prior to the Closing, or (b) assume all obligations under each Seller Guarantee, obtaining from the creditor or other counterparty a full release (in a form satisfactory to the Seller, acting reasonably) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a counterparty in connection with amounts drawn under the Seller Guarantees. The Purchaser further agrees that to the extent (c) the beneficiary or counterparty under any Seller Guarantee does not accept any such substitute guarantee, letter of credit, or other obligation or commitment proffered by the Purchaser, or (d) the Purchaser is unable to obtain from the beneficiary or counterparty to any Seller Guarantee a full release (in a form satisfactory to the Seller, acting reasonably) as contemplated by Section 8.11(2)(b), the Sellers may request Crescent Operating to add Purchaser shall indemnify, defend and hold harmless the Seller and its Affiliates against, and reimburse the Seller and its Affiliates for, any and all amounts paid, including costs or expenses in connection with such Seller Guarantees, including the expenses of the Seller and its Affiliates in maintaining such Seller Guarantees, whether or not any such Unlisted Obligation Seller Guarantee is drawn upon or required to such Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligationbe performed, such Schedule 4.11 and shall be automatically amended to include the Unlisted 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 in any such Unlisted Obligation event promptly (and in any event within three (3) Business Days) reimburse the related underlying obligations, if any); provided that such termination is permitted under the applicable contractual agreement; provided, further, that CBHS or Seller and 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, Affiliates to the extent any Magellan Seller Guarantee (listed on Schedule 4.11 is called upon and the Seller or its Affiliates make any payment or are obligated to reimburse the Purchase Agreement) of any such indebtedness or obligation or any Magellan Obligation (listed on Schedule 4.11 to party issuing 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 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedSeller Guarantee.

Guarantees. Crescent Operating acknowledges that CBHS has agreed Prior to use the Merger Date, the Securities will not be guaranteed. On or promptly following the Merger Date, the Securities will be guaranteed by the Guarantors party to a Supplemental Indenture. (a) Each Guarantor upon execution of a Supplemental Indenture shall jointly and severally, irrevocably and unconditionally guarantee on a senior basis, as a primary obligor and not merely as a surety, to each Holder, the Notes Collateral Agent and to the Trustee and its commercially reasonable best efforts to secure successors and assigns (i) the full and complete releasepunctual payment when due, prior whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under this Indenture (including obligations to the closing under Trustee and the Purchase Agreement (Notes Collateral Agent) and continuously thereafter the Securities, whether for payment of principal of, premium, if not released prior to such closing)any, or interest on in respect of any the Securities and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or other monetary obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or Company under any contract assigned to CBHS pursuant to this Indenture and the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 10 notwithstanding any agreement extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Subsidiaries Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or their subsidiaries the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Notes Col- lateral Agent or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any contract assigned other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by any Holder, the Notes Collateral Agent or the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder, the Notes Collateral Agent or Trustee to CBHS pursuant exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.08 (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Purchase AgreementGuarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Notes Collateral Agent or the Trustee to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Sections 8.01, 8.04, 10.02 and 10.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder, the Notes Collateral Agent or the Trustee to assert any claim or demand or to enforce any remedy under which this Indenture, the Sellers Securities or any other agreement, by any waiver or modification of their affiliates (any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other than the Subsidiaries) will remain obligors act or indemnitors thing or omission or delay to do any other act or thing which may or might in any manner after or to any extent vary the closing under risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (f) Except as set forth in Sections 8.01, 8.04 and 10.02, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Purchase AgreementGuaranteed Obligations. Set Except as set forth in Sections 8.01, 8.04 and 10.02, each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on Schedule 4.11 any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder, the Notes Collateral Agent or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder, the Notes Collateral Agent or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the Purchase Agreementprincipal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the knowledgeHolders, after reasonable inquiry, of those persons specified on Schedule 2.04(b) the Notes Collateral Agent or the Trustee an amount equal to the Purchase Agreementsum of (i) the unpaid prin- cipal amount of such Guaranteed Obligations, is a list of all Magellan Guarantees (ii) accrued 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted Obligation, which shall be treated as if it had appeared unpaid interest 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 Guaranteed Obligations (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, but only to the extent any Magellan Guarantee not prohibited by applicable law) and (listed on Schedule 4.11 iii) all other monetary obligations of the Company to the Purchase AgreementHolders, the Notes Collateral Agent and the Trustee in respect of the Guaranteed Obligations. (h) Each Guarantor agrees that it shall not be entitled to exercise any right of any such indebtedness or obligation or any Magellan Obligation (listed on Schedule 4.11 subrogation in relation 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 Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders, the Notes Collateral Agent and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01. (i) Each Guarantor also agrees to pay any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines costs and other judgments expenses (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and including reasonable attorneys' ’ fees and expenses) arising out of incurred by the Trustee, the Notes Collateral Agent or relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained any Holder in this Agreement, Crescent Operating shall have no obligation enforcing any rights under this Section 3.3 unless 10.01. (j) Upon request of the Trustee, each Guarantor shall execute and until deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedpurpose of this Indenture.

Guarantees. Crescent Operating acknowledges that CBHS has agreed to use its commercially reasonable best efforts to secure the full (a) ▇▇▇▇ & ▇▇▇▇▇▇ Canada hereby absolutely, unconditionally and complete release, prior irrevocably guarantees to the closing under Administration Agent and the Purchase Agreement (Lenders the due and continuously thereafter if not released prior to such closing)punctual performance, of any satisfaction, payment and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any discharge of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") following: (i) all payment obligations (whether at stated maturity, by acceleration or otherwise) of the Sellers Limited Partnership hereunder under the Operating Facility, whether for principal, interest, fees, expenses, indemnity or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and otherwise; (ii) under any agreement of any all covenants and other obligations of the Subsidiaries Limited Partnership on its part to be performed or their subsidiaries observed under this Agreement; and (or under any contract assigned to CBHS pursuant iii) all obligations of the Limited Partnership to the Purchase AgreementLenders under Treasury Contracts (including Treasury Contract Breakage Costs). (b) The Limited Partnership hereby absolutely, unconditionally and under which irrevocably guarantees to the Sellers Administration Agent and the Lenders the due and punctual performance, satisfaction, payment and discharge of the following: (i) all payment obligations (whether at stated maturity, by acceleration or any otherwise) of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing ▇▇▇▇ & Talbot Canada hereunder under the Purchase Agreement. Set forth on Schedule 4.11 to the Purchase AgreementAcquisition Facility, to the knowledgewhether for principal, after reasonable inquiryinterest, 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 and all claims, liabilities, obligations, losses, costsfees, expenses, penalties, fines indemnity or otherwise; (ii) all covenants and other judgments obligations of ▇▇▇▇ & ▇▇▇▇▇▇ Canada as the Acquisition Borrower on its part to be performed or observed under this Agreement; and (iii) all obligations of ▇▇▇▇ & Talbot Canada to the Lenders under Treasury Contracts (including Treasury Contract Breakage Costs). (c) The Land Trustee hereby absolutely, unconditionally and irrevocably guarantees to the Administration Agent and the Lenders the due and punctual performance, satisfaction, payment and discharge of the following: (i) all payment obligations (whether at equity stated maturity, by acceleration or at lawotherwise) of the Borrowers hereunder under the Credit Facilities, whether for principal, interest, fees, expenses, indemnity or otherwise; (ii) all covenants and other obligations of each of ▇▇▇▇ & ▇▇▇▇▇▇ Canada and the Limited Partnership on their part to be performed or observed under this Agreement; and (iii) all obligations of each of ▇▇▇▇ & Talbot Canada and the Limited Partnership to the Lenders under Treasury Contracts (including Treasury Contract Breakage Costs). (d) In this Article 10, ▇▇▇▇ & ▇▇▇▇▇▇ Canada, the Limited Partnership and the Land Trustee are collectively called the “Guarantors”, and the obligations guaranteed by each of the Guarantors as set out in paragraphs (a), (b) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expensesc) arising out of or relating to above are called the Magellan Guarantees and Magellan “Guaranteed Obligations. Notwithstanding anything to the contrary contained in this Agreement, Crescent Operating shall have no obligation under this Section 3.3 unless and until the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummated”.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Subject to use its commercially reasonable best efforts to secure the full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Section 3.03 hereof, the Sellers discover there are other Magellan Guarantees or Magellan Obligations Guarantor irrevocably and unconditionally guarantees, as a primary obligor and not identified on Schedule 4.11 merely as a surety, to each Holder of the Purchase Agreement ("Unlisted Obligations"), the Sellers may request Crescent Operating to add any such Unlisted Obligation to such Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 (Notes 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 Trustee and their successors and assigns from(i) the full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Company under the Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, premium, if any, or interest on the Notes and all other monetary obligations of the Company under the Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under the Indenture and the Notes, on the terms set forth in the Indenture (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantor, and the Guarantor shall remain bound under this Article III notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Subject to Section 3.03 hereof, the Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Guarantor waives notice of any Default under the Notes or the Guaranteed Obligations. (c) Subject to Section 3.03 hereof, the Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. (d) Except as expressly set forth in Sections 3.02 or 3.03 hereof, the obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. (e) Subject to Sections 3.02 and 3.03 hereof, the Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Subject to Section 3.03 hereof, the Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment of, or any part thereof, principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or any of its Subsidiaries or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Guarantor by virtue hereof, but subject to Section 3.03 hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the Company to the Trustee. (g) Subject to Section 3.03 hereof, the Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Trustee in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. The Guarantor further agrees that, as between it, on the one hand, and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Section 6.02 of the Original Indenture for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 6.02 of the Original Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Section 3.01. (h) Subject to Section 3.03 hereof, the Guarantor also agrees to pay 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 settlementfees, costs of investigation and expenses (including reasonable and documented attorneys' ’ fees and expenses) arising out of incurred by the Trustee or relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained any Holder in this Agreement, Crescent Operating shall have no obligation enforcing any rights under this Section 3.3 unless and until the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummated3.01.

Guarantees. Crescent Operating acknowledges that CBHS has agreed The Guarantor hereby fully and unconditionally guarantees, on an unsecured, senior basis to use each Holder of Notes and to the Trustee and its commercially reasonable best efforts to secure successors and assigns (a) the full and complete releasepunctual payment of principal of, prior and interest and premium and Additional Amounts, if any, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Original Indenture and this Fifth Supplemental Indenture with respect to the closing Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Purchase Agreement Original Indenture and this Fifth Supplemental Indenture with respect to the Notes (all the foregoing hereinafter collectively called the “Guaranteed Obligations”). The Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantor and continuously thereafter if not released prior to such closing), that the Guarantor will remain bound under this Section 7.1 notwithstanding any extension or renewal of any obligation with respect to the Notes. The Company hereby fully and all unconditionally guarantees the Guarantee of the Guarantor on an unsecured, unsubordinated basis. The Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations with respect to the Notes and also waives notice of protest for nonpayment. The Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of the Guarantor hereunder shall not be affected by (1) the "Magellan Guarantees"failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Original Indenture or this Fifth Supplemental Indenture with respect to the Notes or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of the Original Indenture or this Fifth Supplemental Indenture with respect to the Notes or any other agreement; (4) the release of any security held by any Holder of Notes or the Sellers Trustee for the Guaranteed Obligations or any of their affiliates them; or (5) except as set forth in Section 7.1.6, any change in the ownership of the Guarantor. The Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee. Except as expressly set forth in Section 1502 of the Original Indenture and Sections 7.1.2 and 7.1.6 of this Fifth Supplemental Indenture, the obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantor shall not be discharged or impaired or otherwise affected by the failure of any indebtedness Holder or obligations of CBHS the Trustee to assert any claim or its affiliates (other than CBHS) demand or to enforce any remedy under the Original Indenture or this Fifth Supplemental Indenture with respect to the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Subsidiaries obligations, or their subsidiaries (by any other act or under thing or omission or delay to do any contract assigned other act or thing which may or might in any manner or to CBHS pursuant any extent vary the risk of the Guarantor or would otherwise operate as a discharge of the Guarantor as a matter of law or equity. The Guarantor further agrees that its Guarantee with respect to the Purchase AgreementNotes shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any obligation with respect to the Notes is rescinded or must otherwise be restored by any Holder of Notes or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and to secure full and complete release, prior (C) all other monetary Guaranteed Obligations of the Company to the closing under Holders and the Purchase Agreement (Trustee. The Guarantor agrees that, as between it, on the one hand, and continuously thereafter if not released prior to such closing)the Holders and the Trustee, of any and all obligations (on the "Magellan Obligations") other hand, (i) the maturity of the Sellers Guaranteed Obligations hereby may be accelerated as provided in Article 5 of the Original Indenture for the purposes of the Guarantor’s Guarantee, notwithstanding any stay, injunction or any other prohibition preventing such acceleration in respect of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant Guaranteed Obligations with respect to the Contribution AgreementNotes guaranteed hereby, 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 5 of the Subsidiaries Original Indenture, such Guaranteed Obligations (whether or their subsidiaries (or under any contract assigned to CBHS pursuant to not due and payable) shall forthwith become due and payable by the Purchase Agreement) and under which Guarantor for the Sellers or any purposes of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreementthis Section 7.1.1. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating The Guarantor also agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 pay any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines costs and other judgments expenses (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and including reasonable attorneys' fees and expenses’ fees) arising out of incurred by the Trustee or relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained any Holder in this Agreement, Crescent Operating shall have no obligation enforcing any rights under this Section 3.3 unless and until the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummated7.1.1.

Guarantees. Crescent Operating acknowledges (a) Guarantor shall use reasonable endeavors to procure, at its cost, that CBHS has agreed to use its commercially reasonable best efforts to secure the full at Closing each HI Entity is released from all guarantees, indemnities, surety bonds, lease sureties, letters of credit and complete release, prior letters of comfort (“Guarantees”) given or extended by such HI Entity on behalf of any member of Sellers’ Group and not related to the closing under the Purchase Agreement (Business and continuously thereafter if not released prior to such closing), of any and that all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates the HI Entities in respect thereof are terminated, with, in each case, such removal, release and termination to be in form and substance reasonably satisfactory to Buyer; provided, however, that no member of the Sellers’ Group shall be obliged to incur any cost (other than CBHS) legal costs and other advisor’s fees), including without limitation pledge any assets, exercise any right of counter-claim or set-off or withhold payment of any sum in doing so. If required in order to obtain any such release, Guarantor or another member of Sellers’ Group shall enter into a Guarantee with the Subsidiaries or their subsidiaries (or under releasing beneficiary on substantially identical terms as the Guarantee from which an HI Entity is being released. If Guarantor has been unable to effect any contract assigned such removal, release and termination with respect to CBHS pursuant any such Guarantee effective as of Closing, Guarantor agrees that after Closing it shall use its reasonable efforts, at its cost, to effect such substitution, removal and release and termination as soon as possible subject to the Purchase Agreement) and proviso above. Sellers covenant to secure full and complete releasepay to Buyer, prior by way of adjustment to the closing under consideration paid for the Purchase Agreement Shares, such amount as is required to indemnify on an after-Tax basis and hold Buyer and its Affiliates (and continuously thereafter if not released prior to such closingincluding the HI Entities), of any as applicable, harmless from and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 and all claims, liabilities, obligationsdamages, losses, costsclaims, expensesproceedings, penaltiesjudgments and settlements (“Loss”) incurred by Buyer and its Affiliates (including the HI Entities), fines and other judgments (at equity after Closing under 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 pursuant to any such Guarantee to the Magellan extent that (i) such Loss relates to the Retained Business and not to the Business and (ii) such Loss was not caused by and did not result from any actions of Buyer or any HI Entity. (b) Buyer shall use reasonable endeavors to assist Sellers so that at Closing each member of Sellers’ Group is released from all Guarantees given by such member on behalf of any HI Entity and Magellan Obligationsrelated to the Business and that all obligations of the Sellers’ Group in respect thereof are terminated, with, in each case, such removal, release and termination to be in form and substance reasonably satisfactory to Guarantor; provided, however, that Buyer shall not be obliged to incur any cost or liability (save to the extent reimbursed by Guarantor), including without limitation pledging any assets, exercise any right of counter-claim or set-off or withhold payment of any sum in doing so. If required in order to obtain any such release, Buyer shall enter into a Guarantee with the releasing beneficiary on substantially identical terms as the Guarantee from which a member of Sellers’ Group is being released. If Buyer has been unable to effect any such removal, release and termination with respect to any such Guarantee effective as of Closing, Buyer agrees that after Closing it shall use its reasonable efforts to effect such substitution, removal and release and termination as soon as possible subject to the proviso above. Buyer covenants to pay to Sellers, by way of adjustment to the consideration paid for the Shares, such amount as is required to indemnify on an after-Tax basis and hold the relevant member of the Sellers’ Group harmless from and against and in respect of any and all Losses incurred by such member of the Sellers’ Group, after Closing under (i) any such Guarantee (to the extent that (x) such Loss relates to the Business and not to the Retained Business and (y) such Loss was not caused by and did not result from any actions of any member of Sellers’ Group (or any HI Entity prior to Closing)); and (ii) any lease of real property in respect of which any member of the Sellers’ Group has a liability for rent as a former tenant as a consequence of a default after Closing by any HI Entity. Notwithstanding anything to the contrary contained in this Agreement, Crescent Operating shall have no obligation Sellers agree to indemnify Buyer on an after-Tax basis as follows: (i) to the extent that Buyer suffers any Loss under this Section 3.3 unless 5.12(b) in relation to a Guarantee as a consequence of any default by an HI Entity prior to Closing, save to the extent that such default arose by reason of Buyer’s unreasonable refusal to give or unreasonable delay in giving any consent required under Section 5.2 and until (ii) to the conditions extent that Buyer suffers any Loss under this Section 5.12(b) in relation to a Guarantee if Closing does not occur. Such Losses will not be subject to the limitations set forth in Article VII. (c) The parties shall cooperate with each other to effect the Purchase Agreement actions referred to in this Section 5.12. The parties further agree that neither party may amend the Guarantees or the obligations in respect of which they are given or take other affirmative action that would increase the costs or liabilities of the other party without such party’s prior written consent. (d) If any action, claim or demand is brought or alleged against any member of the Sellers’ Group, Buyer or, as the case may be, any HI Entity (the “Relevant Indemnified Party”) in respect of which an indemnity is to be sought from either Buyer or, as the case may be, a member of the Sellers’ Group (the “Relevant Indemnifying Party”) pursuant to this Section 5.12, the Relevant Indemnified Party shall forthwith notify the Relevant Indemnifying Party thereof and the Relevant Indemnifying Party shall have been fulfilled the option to assume the defense thereof. If the Relevant Indemnifying Party fails to assume such defense, it will be liable to the Relevant Indemnified Party for reasonable legal or waived, and all transactions contemplated other expenses subsequently incurred by the Purchase Agreement Relevant Indemnified Party in connection with such defense. (e) If the Relevant Indemnifying Party gives notice to the Relevant Indemnified Party that it shall have been consummatedassume such defense, subject to the Relevant Indemnifying Party indemnifying the Relevant Indemnified Party in a form reasonably satisfactory to the Relevant Indemnified Party against any liability, cost, damage or expense which may be incurred thereby (but without thereby implying any admission of liability on the part of the Relevant Indemnifying Party), the Relevant Indemnified Party shall: (i) promptly take such action and give such information and access to personnel, premises, chattels, documents and records (which if within the control of the Relevant Indemnified Party, the Relevant Indemnified Party shall procure are preserved) to Relevant Indemnifying Party and its professional advisers as Relevant Indemnifying Party may reasonably request and Relevant Indemnifying Party shall be entitled to require the Relevant Indemnified Party to take such action and give such information and assistance as it may reasonably request in order to avoid, dispute, resist, mitigate, settle, compromise, defend or appeal any claim in respect thereof or adjudication with respect thereto; (ii) at the request of the Relevant Indemnifying Party, allow the Relevant Indemnifying Party to take the sole conduct of such actions as Relevant Indemnifying Party may deem appropriate in connection with any such assessment or claim in the name of Relevant Indemnified Party and in that connection Relevant Indemnified Party shall give or cause to be given to Relevant Indemnifying Party all such assistance as it may reasonably request in avoiding, disputing, resisting, settling, compromising, defending or appealing any such claim and shall instruct such solicitors or other professional advisors as Relevant Indemnifying Party may nominate to act on behalf of Relevant Indemnified Party but to act solely in accordance with Relevant Indemnifying Party’s instructions; and (iii) make no admission of liability, agreement, settlement or compromise with any third party in relation to any such claim or adjudication without the prior written consent of Relevant Indemnifying Party. (f) If the Relevant Indemnified Person is a member of the Sellers’ Group who is not either of Sellers, Sellers shall procure that such member complies with its obligations pursuant to this Section.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) The Guarantor hereby unconditionally and irrevocably guarantees to use its commercially reasonable best efforts to secure the full Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete releasepayment and performance by TWC as and when due (whether at the stated maturity, prior by acceleration or otherwise) of the Obligations. (b) This Guarantee shall remain in full force and effect until the Obligations are paid in full. (c) The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the closing 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 other Credit Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the Purchase Agreement 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. (and continuously thereafter if not released prior to such closing)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 and all guarantees (the "Magellan Guarantees") by the Sellers action or proceeding or any setoff or appropriation or payment of their affiliates the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder who shall, notwithstanding any indebtedness such payment or obligations of CBHS or its affiliates payments (other than CBHS) or any of payments made by the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 Guarantor in respect of any and all claimsthe Obligations or payments received or collected from the Guarantor in respect of the Obligations), liabilitiesremain liable for the Obligations, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts up to the maximum liability of the Guarantor hereunder until the Obligations are 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedfull.

Guarantees. Crescent Operating acknowledges that CBHS has agreed The Subsidiary Guarantors hereby unconditionally guarantee, on a senior unsecured basis and as primary obligor and not merely as surety, jointly and severally with each other Subsidiary Guarantor, to use its commercially reasonable best efforts to secure each Holder and the Trustee the full and complete releasepunctual payment when due, prior whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all other obligations and liabilities of the Company under this Indenture (including without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the closing Company or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) (all the foregoing being hereinafter collectively called the "Obligations"). The Obligations of Subsidiary Guarantors under the Purchase Agreement Subsidiary Guarantees shall rank equally in right of payment with other Indebtedness of such Subsidiary Guarantor, except to the extent such other Indebtedness is expressly subordinate to the obligations arising under the Subsidiary Guarantee. Each Subsidiary Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and continuously thereafter if not released prior to such closing), that it shall remain bound under this Article X notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of payment from and all guarantees protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the "Magellan Guarantees"failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Sellers Trustee for the Obligations or any of their affiliates them; (e) the failure of any indebtedness Holder to exercise any right or remedy against any other Subsidiary Guarantor; or (f) any change in the ownership of the Company. Each Subsidiary Guarantor further agrees that its 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 Obligations. The obligations of CBHS each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or its affiliates termination for any reason (other than CBHS) payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Obligations or such Subsidiary Guarantor is released from its Guarantee upon the merger or the sale of all the Capital Stock or assets of the Subsidiary Guarantor in compliance with Section 10.2 or otherwise in accordance with the terms of this Indenture. Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Subsidiaries Obligations is rescinded or their subsidiaries (must otherwise be restored by any Holder upon the bankruptcy or under reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any contract assigned other right which any Holder has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to CBHS pursuant pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Purchase Agreement) and to secure full and complete release, prior Holders an amount equal to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), sum of any and all obligations (the "Magellan Obligations") (i) the unpaid amount of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the Contribution Agreement, dated as of June 16, 1997, by such Obligations then due and among Magellan, Crescent Operating and CBHS, and under which the Sellers or any of their affiliates (other than the Subsidiaries) remain obligors or indemnitors in any manner owing and (ii) under any agreement of any of the Subsidiaries or their subsidiaries accrued and unpaid interest on such Obligations then due and owing (or under any contract assigned to CBHS pursuant but only to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreementextent not prohibited by law). Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 Each Subsidiary Guarantor further agrees that, to as between such Subsidiary Guarantor, on the extent one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Guarantee herein, notwithstanding any Magellan Guarantee stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (listed on Schedule 4.11 to y) in the Purchase Agreement) event of any such indebtedness declaration of acceleration of such Obligations, such Obligations (whether or obligation or any Magellan Obligation (listed on Schedule 4.11 not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Guarantee. Each Subsidiary Guarantor also agrees 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 pay any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines reasonable costs and other judgments expenses (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and including reasonable attorneys' fees and expensesfees) arising out of incurred by the Trustee or relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained Holders in this Agreement, Crescent Operating shall have no obligation enforcing any rights under this Section 3.3 unless and until the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedSection.

Guarantees. Crescent Operating acknowledges that CBHS has agreed 12.1 In consideration of the Purchaser entering into this Agreement with the Vendor at the request of the Guarantor, the Guarantor hereby irrevocably and unconditionally, as primary obligor, undertakes and guarantees to use its commercially reasonable best efforts to secure the full Purchaser (as separate undertakings and guarantees) the full, prompt and complete release, prior to performance by the closing Vendor of all its obligations under the Purchase this Agreement (and continuously thereafter if not released prior to such closing), which for the purposes of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 this clause 11 shall be automatically amended defined to include the Unlisted Obligation, which shall be treated as if it had appeared on such Schedule 4.11 at Tax Indemnity) and the time due and punctual payment of execution of this Agreement. Should Crescent Operating object all sums now or subsequently payable by the Vendor to the addition Purchaser under this Agreement when the same shall become due and undertakes with the Purchaser that if the Vendor shall default in the payment of an Unlisted Obligationany sum under this Agreement the Guarantor shall forthwith on demand by the Purchaser pay such sum to the Purchaser. 12.2 The guarantees contained in clause 12.1 are continuing guarantees and shall remain in force until all the obligations of the Vendor under this Agreement have been fully performed and all sums payable by the Vendor under this Agreement have been fully paid. 12.3 The obligations of the Guarantor shall not be affected by any act, Magellan may terminate any omission, matter or thing which, but for this provision, might operate to release or otherwise exonerate the Guarantor from its obligations or affect 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 including without limitation and whether 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, not known to the extent Guarantor:- 12.3.1 any Magellan Guarantee (listed on Schedule 4.11 time, indulgence, waiver or consent at any time given to the Purchase Agreement) of any such indebtedness or obligation Vendor or any Magellan Obligation (listed on Schedule 4.11 to other person; 12.3.2 any compromise or release of or abstention from perfecting or enforcing any right or remedy against the Purchase Agreement) is not fully and completely released on Vendor 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 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 person; 12.3.3 any legal limitation, amounts paid in settlementdisability, costs of investigation and reasonable attorneys' fees and expenses) arising out of incapacity or other circumstance relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything Vendor or any other person or any amendment to or variation of the contrary contained terms of this Agreement or any other document referred to in this Agreement; and 12.3.4 any irregularity, Crescent Operating shall have no obligation unenforceability or invalidity of any obligations of the Vendor under this Section 3.3 unless and until Agreement or the conditions set forth in the Purchase Agreement shall have been fulfilled dissolution, amalgamation, reconstruction or waived, and all transactions contemplated by the Purchase Agreement shall have been consummated.insolvency of the

Guarantees. Crescent Operating acknowledges Assume, guarantee or endorse, or otherwise become directly or contingently liable in respect of, any obligation of any Person, except, without duplication: (a) subject to SECTION 5.3.2, the Borrower may assume, guarantee or endorse, or otherwise become directly or contingently liable in respect of, any obligation of any Person, PROVIDED that CBHS has agreed notwithstanding the foregoing the Borrower shall not be permitted to use its commercially reasonable best efforts assume, guarantee or otherwise take any of the foregoing actions with respect to secure the full any Indebtedness for Money Borrowed incurred by S-CC, Seminole Kraft (except as permitted by SECTIONS 5.2.8(g) and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing5.2.10(a)(XIII)), StoneSub, SVCPI or any Subsidiary of any and all guarantees of such entities except as set forth on SCHEDULE 5.2.3 hereto; (the "Magellan Guarantees"b) by way of endorsement of negotiable instruments for deposit or collection and similar transactions; (c) guarantees identified on SCHEDULE 5.2.3 hereto; (d) guarantees by any Subsidiary of the Sellers Borrower of Indebtedness for Money Borrowed constituting Financing Lease Obligations of any of its Subsidiaries (other than S-CC, SVCPI, or any of their affiliates respective Subsidiaries) permitted by SECTION 5.2.2; (e) guarantees by a Subsidiary of any indebtedness or obligations of CBHS or its affiliates the Borrower (other than CBHS) S-CC or any of its Subsidiaries) in the ordinary course of business of such Subsidiary of Indebtedness of any Person not exceeding in principal amount $75 million in the aggregate for the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or Borrower taken as a whole (excluding S-CC and any of their affiliates (other than the its Subsidiaries) under at any agreement which was assigned to CBHS or its subsidiaries pursuant to the Contribution Agreement, dated time outstanding; (f) as of June 16, 1997, contemplated by and among Magellan, Crescent Operating and CBHS, and under which the Sellers or any of their affiliates (other than the Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any Section 10.01 of the Subsidiaries or their subsidiaries Leveraged Lease; (or under any contract assigned to CBHS pursuant to g) guarantees by a Subsidiary of the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors Borrower in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted Obligation, which shall be treated as if it had appeared on such Schedule 4.11 effect at the time of execution its becoming a Subsidiary of this Agreement. Should Crescent Operating object to the addition of an Unlisted Obligation, Magellan may terminate any such Unlisted Obligation Borrower and not created in contemplation thereof; (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, h) to the extent any Magellan Guarantee (listed on Schedule 4.11 not otherwise permitted by this Section, guarantees by and other contingent liabilities of S-CC and Subsidiaries of S-CC to the Purchase Agreementextent permitted by the S-CC Debt Documents; and (i) guarantees by the Borrower or any Subsidiary of the Borrower of Indebtedness of any such indebtedness or obligation or Person not exceeding $10 million in aggregate principal amount at 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 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedtime.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Each Alenco Guarantor hereby, jointly and severally with the other Guarantors, unconditionally and irrevocably guarantees to use its commercially reasonable best efforts to secure each Holder of a Note authenticated and delivered by the full Trustee and complete release, prior to the closing Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Issuer and all other obligations of the other Guarantors (including under the Purchase Agreement (and continuously thereafter if not released prior to such closingNote Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 of the Indenture), all in accordance with the terms hereof and thereof (collectively, the “Guarantee Obligations”); and (b) in case of any and all guarantees (the "Magellan Guarantees") by the Sellers extension of time of payment or renewal of any Notes or any of their affiliates such other obligations, the due and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any indebtedness amount so guaranteed, or failing performance of any other obligation of the Issuers to the Holders under the Indenture or under the Notes, for whatever reason, each Alenco Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. A Default under the Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of CBHS or its affiliates (other than CBHS) or any each Alenco Guarantor thereunder in the same manner and to the same extent as the obligations of the Subsidiaries or their subsidiaries Issuers. (or under any contract assigned to CBHS pursuant to the Purchase Agreementb) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 hereofEach Alenco Guarantor, the Sellers discover there are other Magellan Guarantees or Magellan Obligations not identified on Schedule 4.11 to Trustee and each Holder by its acceptance of a Note hereby agrees that the Purchase Agreement ("Unlisted Obligations"), the Sellers may request Crescent Operating to add any such Unlisted Obligation to such Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 Note Guarantee of each Alenco Guarantor provided hereunder shall be automatically amended subject to include all terms, provisions and conditions in the Unlisted 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 Indenture that relate 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 any Magellan a Note Guarantee (listed on Schedule 4.11 to the 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 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 Article 11 of investigation and reasonable attorneys' fees and expenses) arising out of or relating the Indenture). Each Alenco Guarantor further agrees 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waivedbe bound by, and to comply with, all transactions contemplated by provisions of the Purchase Agreement shall have been consummatedIndenture and Note Guarantee that are applicable to a Guarantor that is a Restricted Subsidiary.

Guarantees. Crescent Operating acknowledges that CBHS has agreed to use its commercially reasonable best efforts to secure 7.1 If determined by the full and complete release, prior to Board (herein called the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing“Request”), of any all Common Shareholders shall execute and all deliver guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 (terms 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 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 the conditions as set forth in the Purchase Agreement Request (herein collectively called the “Guarantees” and individually called the “Guarantee”). The Board shall have been fulfilled use its best efforts to obtain agreement from any and all Creditors that Guarantees will be acceptable, when calculated in proportion to the number of Common Shares held by each Common Shareholder to the total number of Common Shares held by all of the Common Shareholders, to any person, firm or waivedcorporation (herein collectively called the “Creditors” and individually called the “Creditor”) in respect of the indebtedness of the Corporation to the Creditors. 7.2 Forthwith upon receipt of a Request pursuant to section 7.1 above, each Common Shareholder shall deliver Guarantees to the Corporation in accordance with the provisions of this Article 7, having regard to the number of Common Shares beneficially owned by each such Common Shareholder and by all such Common Shareholders in the aggregate. 7.3 If any Common Shareholder (herein called the “Non-Performing Shareholder”) is called upon under the terms of a Guarantee and (a) fails to pay its proportion (as set out in section 7.1 hereof) pursuant to its Guarantee, and the other Common Shareholders who executed Guarantees are required to pay the Non-Performing Shareholder’s obligations (the “Performing Shareholders”), or (b) any Common Shareholder is required and does pay any amount in respect of its Guarantee which exceeds its proportion (as set out in section 7.1 hereof) of the debt owing to the Creditor (the “Overpaying Shareholder”) and thus the other Common Shareholders (the “Underpaying Shareholders”) end up paying an amount less than their respective pro rata proportions (as set out in section 7.1 hereof) of the debt to the Creditor, in each of these two circumstances the Performing Shareholders and the Overpaying Shareholders are hereby granted a security interest in all transactions contemplated present and after acquired personal property of the Non-Performing Shareholder or the Underpaying Shareholders, as the case may be, until the Non-Performing Shareholder or the Underpaying Shareholders, as the case may be, have fully reimbursed the Performing Shareholders or the Overpaying Shareholders, as the case may be, together with interest thereon calculated from the payment date at a rate equal to 18% per annum, calculated daily; provided, however, that the security interest in and to the present and after acquired personal property of the Non-Performing Shareholder or the Underpaying Shareholder, as the case may be, will be in addition to and not in substitution for any and all other rights and remedies available at law or in equity. The Non-Performing Shareholders and the Underpaying Shareholders, as the case may be, shall indemnify and pay to each of the Performing Shareholders or Overpaying Shareholders, as the case may be, all amounts that are paid in excess of those parties’ respective pro rata proportions (as set out in section 7.1 hereof) to the Creditor in respect of Guarantees previously provided to the Creditor. 7.4 The Corporation and the remaining Common Shareholders shall endeavor to cause a Selling Shareholder to be released from all Guarantees having been given to assist the Corporation; provided, however, that if the Corporation and the remaining Common Shareholders are unable to obtain a release of any such Guarantees granted by the Purchase Agreement Selling Shareholder, the Corporation and the remaining Common Shareholders shall have been consummatedseverally, in proportion to the number of Common Shares held by each Common Shareholder as that number bears to the total number of Common Shares held by all of the Common Shareholders, indemnify the Selling Shareholder from any and all claims or demands upon the Selling Shareholder arising from such Guarantees, and the Selling Shareholder shall give the Corporation and the remaining Common Shareholders prompt written notice of any such claim or demand, and the remaining Common Shareholders shall provide the Selling Shareholder with such security as it may reasonably require in support of these indemnities.

Guarantees. Crescent Operating acknowledges that CBHS has agreed to use its commercially reasonable best efforts to secure (i) From and after the full Closing Date and complete release, prior to the closing under Existing Notes Repayment Date, the Purchase Agreement (and continuously thereafter if Borrower will not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers cause or permit any of their affiliates of any indebtedness or obligations of CBHS or its affiliates Subsidiaries (other than CBHS) a Subsidiary Guarantor), directly or indirectly, to guarantee any Indebtedness with an aggregate principal amount in excess of $100,000,000, of the Borrower, the Guarantor or any other Subsidiary Guarantor unless such Subsidiary: (a) within 20 Business Days of the Subsidiaries date on which it guarantees Indebtedness of the Borrower, the Guarantor or their subsidiaries (or under any contract assigned to CBHS pursuant other Subsidiary Guarantor executes and delivers to the Purchase AgreementAgent a guarantee to which such Subsidiary shall guarantee (each guarantee executed by any Subsidiary of the Guarantor in respect of the Borrower’s Obligations, a “Subsidiary Guarantee”) all of the Borrower’s Obligations and to secure full other terms contained in the applicable Subsidiary Guarantee and complete release, prior subject to the closing under conditions contained in such Subsidiary Guarantee; provided that, for the Purchase Agreement avoidance of doubt, such Subsidiary Guarantee shall include customary excluded swap obligation provisions; and (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations"b) (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant delivers to the Contribution AgreementAgent an opinion of counsel (which may contain customary exceptions) that such Subsidiary Guarantee has been duly authorized, dated as executed and delivered by such Subsidiary and constitutes legal, valid, binding and enforceable obligation 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 Subsidiaries) remain obligors or indemnitors in any manner and such Subsidiary. (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted ObligationThereafter, such Schedule 4.11 Subsidiary shall be automatically amended to include a Subsidiary Guarantor for all purposes of this Agreement and other Loan Documents until such Subsidiary Guarantee is released in accordance with the Unlisted Obligation, which shall be treated as if it had appeared on such Schedule 4.11 at the time of execution provisions of this Agreement. Should Crescent Operating object In the event of a sale or other transfer or disposition of all of the Capital Stock in any Subsidiary Guarantor to the addition of an Unlisted Obligation, Magellan may terminate any such Unlisted Obligation (and the related underlying obligations, if any); provided Person 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 an Affiliate of the closing under Borrower in compliance with 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 terms 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 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 the conditions set forth or in the Purchase Agreement event all or substantially all the assets or Capital Stock of a Subsidiary Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not an Affiliate of the Borrower in compliance with the terms of this Agreement, then, without any further action on the part of the Agent or any Lender, such Subsidiary Guarantor (or the Person concurrently acquiring such assets of such Subsidiary Guarantor) shall have been fulfilled be deemed automatically and unconditionally cancelled, released and discharged of any obligations under its Subsidiary Guarantee, as evidenced by agreement, written instrument or waivedconfirmation executed by the Agent, upon request. In addition, upon the release or discharge of any guarantee of other Indebtedness which resulted in the creation of a Subsidiary Guarantee (except a discharge or release by or as a result of payment under such guarantee), the Subsidiary Guarantor of such Subsidiary Guarantee shall be deemed automatically and unconditionally cancelled, released and discharged of any obligations under its Subsidiary Guarantee, and all transactions contemplated upon request, the Agent will execute an agreement, written instrument or confirmation to reflect the same. The Borrower may cause any other Subsidiary of the Borrower to issue a Subsidiary Guarantee and become a Subsidiary Guarantor. (iii) Each Subsidiary Guarantee by a Subsidiary will be limited to an amount not to exceed the Purchase Agreement shall have been consummatedmaximum amount that can be guaranteed by that Subsidiary without rendering the Subsidiary Guarantee, as it relates to such Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Crescent Operating acknowledges that CBHS has agreed Subject to use its commercially reasonable best efforts to secure the full and complete releaseSection 7.2(ix) in all events, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") Borrowers will cause (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the Contribution Agreement, dated as of June 16, 1997, by each current and among Magellan, Crescent Operating and CBHS, and under which the Sellers or any of their affiliates (other than the Subsidiaries) remain obligors or indemnitors in any manner future Material Domestic Subsidiary that is not already a Credit Party and (ii) each current and future Subsidiary of any Credit Party that is a guarantor of any Permitted Senior Note or any Permitted Subordinated Note (other than, with respect to the Indebtedness under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS notes issued pursuant to the Purchase Agreement) Permitted Existing Indenture only (and under which the Sellers excluding any refinancing or replacement thereof or any Permitted Refinancing Notes), any Notes Indenture Additional Party), to guarantee the prompt payment and performance when due of their affiliates the Obligations in accordance with the terms and provisions of the Subsidiary Guaranty. As soon as practicable and in any event (i) within ten (10) days after any Person becomes a Material Domestic Subsidiary, and (ii) prior to any Person becoming a guarantor of any Permitted Senior Note or any Permitted Subordinated Note (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 than, with respect to the Purchase Agreement, Indebtedness under any notes issued pursuant 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 Permitted Existing Indenture only (and Magellan Obligations. To the extent, after the date hereof, the Sellers discover there are other Magellan Guarantees excluding any refinancing or Magellan Obligations not identified on Schedule 4.11 to the Purchase Agreement ("Unlisted Obligations"replacement thereof or any Permitted Refinancing Notes), any Notes Indenture Additional Party), Borrowers will provide the Sellers may request Crescent Operating to add any such Unlisted Obligation to such Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 thatAdministrative Agent written notice thereof and, to the extent any Magellan Guarantee (listed on such Person is not already a Credit Party, will cause such Person to execute a Subsidiary Guaranty Joinder Agreement in substantially the same form as Schedule 4.11 1 to the Purchase Agreement) of any Subsidiary Guaranty, together with such indebtedness other certificates or obligation documents as Administrative Agent reasonably deems necessary or any Magellan Obligation (listed on Schedule 4.11 appropriate to the Purchase Agreement) is not fully and completely released on or before the closing under the Purchase Agreementconfirm such Subsidiary Guaranty, 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 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, including without limitation, amounts paid in settlement, costs closing opinions (supplementing the closing opinion required by Section 4.1.1(v) 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 ) as required by the Administrative Agent or the Required Lenders in connection with the Subsidiary Guaranty instruments executed from time to time by Material Subsidiaries under this Section 3.3 unless and until the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummated9.1.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Subject to use its commercially reasonable best efforts to secure the full Section 13.3 hereof, Holdings irrevocably and complete releaseunconditionally guarantees, prior to the closing under the Purchase Agreement (as a primary obligor and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the Contribution Agreement, dated merely 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the Purchase Agreementa surety, 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 (each Bank 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 Administrative Agent and their successors and assigns fromthe full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all Obligations of the Company (collectively, the “Guaranteed Obligations”). Holdings waives to the fullest extent permitted by applicable law any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or the Banks upon this Guarantee or acceptance of this Guarantee, and Holdings shall remain bound under this Section 13 notwithstanding any creation, renewal, extension or accrual of any Guaranteed Obligation. (b) The Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Company and Holdings, on the one hand, and the Administrative Agent and the Banks, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. (c) Subject to Section 13.3 hereof, Holdings agrees that its Guarantee herein is absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, or any other agreement or instrument referred to herein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. (d) Subject to Section 13.3 hereof, Holdings waives (i) presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment, dishonor or default; (ii) notice of any Default with respect to the Guaranteed Obligations; (iii) notice of the Banks obtaining, amending, substituting for, releasing, waiving or modifying any Lien, if any, hereafter securing the Guaranteed Obligations, or the Administrative Agent’s or Banks’ subordinating, compromising, discharging or releasing such Liens, if any; (iv) all other notices to which the company might otherwise be entitled in connection with the Guarantee; and (v) demand for payment under this Guarantee. (e) Subject to Section 13.3 hereof, Holdings further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require (i) that any resort be had by any Bank or the Administrative Agent to any security held for payment of the Guaranteed Obligations or (ii) that the Administrative to proceed against the Company or any other guarantor or to require the Administrative Agent to pursue any other remedy or enforce any other right. (f) Except as expressly set forth in Section 13.2 or 13.3 hereof, the obligations of Holdings hereunder shall not be subject to any reduction, limitation, impairment, release or termination in any manner whatsoever for any reason, including (i) by an impairment, modification, change, release or limitation of the liability of the Company or any other guarantor, (ii) by reason of the bankruptcy or insolvency of the Company or any other guarantor or (iii) by reason of the application of the laws and regulations or any foreign jurisdiction, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. (g) Subject to Sections 13.2 and 13.3 hereof, Holdings agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Subject to Section 13.3 hereof, Holdings further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment of, or any part thereof, principal of or interest on any Guaranteed Obligation by or on behalf of any Person is rescinded or must otherwise be restored by any Bank, the Administrative Agent or any other Person to which Guaranteed Obligations are owed, whether upon the bankruptcy or reorganization of the Company or any of its Subsidiaries or otherwise. (h) In furtherance of the foregoing and not in limitation of any other right which any Bank or the Administrative Agent has at law or in equity against Holdings by virtue hereof, but subject to Section 13.3 hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by repayment or prepayment or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings hereby promises to and shall, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, in cash, to the Administrative Agent an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the Company to the Administrative Agent. (i) Subject to Section 13.3 hereof, Holdings agrees that it shall not be entitled to any right of subrogation, indemnity, reimbursement or contribution in relation to the Administrative Agent in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Holdings further agrees that, as between it, on the one hand, and the Administrative Agent, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Section 9 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 9, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings for the purposes of this Section 13.1. (j) Holdings further agrees to the extent fully permitted by applicable law that nothing contained herein shall prevent the Administrative Agent from suing in any jurisdiction on this Agreement or any other Credit Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement or any instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of Holdings’ obligations hereunder; it being the purpose and intent of Holdings that its obligations hereunder shall be absolute, independent and unconditional under any and all claimscircumstances. (k) Subject to Section 13.3 hereof, liabilities, obligations, losses, costs, expenses, penalties, fines Holdings also agrees to pay any and other judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlementall fees, costs of investigation and expenses (including reasonable and documented attorneys' ’ fees and expenses) arising out of incurred by the Administrative Agent or relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained any Bank in this Agreement, Crescent Operating shall have no obligation enforcing any rights under this Section 3.3 unless and until the conditions set forth 13.1 (including in the Purchase Agreement shall have been fulfilled connection with any rescission or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedrestoration described in clause (g) above).

Guarantees. Crescent Operating acknowledges that CBHS has agreed to use its commercially reasonable best efforts to secure the full and complete release, prior Subject to the closing provisions of this Section 7, each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, on a joint and several senior unsecured basis, to each Holder of the Notes, and the Trustee the due and punctual payment, of the principal of (and 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, when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon acceleration, upon tender for repayment at the option of any Holder or otherwise, according to the terms thereof and of this Indenture and all other obligations of the Company with respect to the Notes to any Holder or the Trustee hereunder or thereunder (the “Guarantor Obligations”). Each Guarantor agrees that the Guarantor Obligations shall rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guarantor Obligations, in which case the obligations of the Guarantors under the Purchase Agreement 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 7.1, 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 7.1 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such 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 (to the extent permitted by law) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Section 7.1 notwithstanding any extension or renewal of any Guarantor Obligation. Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guarantor Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guarantor Obligations. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and continuously thereafter if not released prior a guarantee of collection) and waives any right to such closing)require that any resort be had by any Holder to any security held for payment of the Guarantor Obligations. Except as set forth in Section 7.4, of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or its affiliates termination for any reason (other than CBHSpayment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the Guarantor Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the Subsidiaries terms or their subsidiaries provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder for the Guarantor Obligations; (e) the failure of any Holder to exercise any right or under remedy against any contract assigned other Guarantor; (f) any change in the ownership of the Company; (g) any default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations; or (h) any other act or thing or omission or delay to CBHS pursuant do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Note Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Guarantor is released from its Note Guarantee in compliance with Section 4.5 or Section 7.5 hereof or Section 8.1 of the Base Indenture. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, or interest on any of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, in cash, to the Purchase Agreement) and to secure full and complete release, prior Holders or the Trustee on behalf of the Holders an amount equal to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), sum of any and all obligations (the "Magellan Obligations") (i) the unpaid amount of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the Contribution Agreement, dated as of June 16, 1997, by such Guarantor Obligations then due and among Magellan, Crescent Operating and CBHS, and under which the Sellers or any of their affiliates (other than the Subsidiaries) remain obligors or indemnitors in any manner owing and (ii) under any agreement accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or the commencement of the Subsidiaries any insolvency, reorganization or their subsidiaries (or under any contract assigned to CBHS pursuant like proceeding relating to the Purchase Agreement) and under which the Sellers Company or any of their affiliates (other than the Subsidiaries) will remain obligors Guarantor whether or indemnitors not a claim for post-filing or post-petition interest is allowed in any manner after the closing under the Purchase Agreementsuch proceeding). Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 Each Guarantor further agrees that, to as between such Guarantor, on the extent one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any Magellan Guarantee stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and (listed on Schedule 4.11 to y) in the Purchase Agreement) event of any such indebtedness declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or obligation or any Magellan Obligation (listed on Schedule 4.11 not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Note Guarantee. Each Guarantor also agrees 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 pay 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 settlementfees, costs of investigation and reasonable expenses (including attorneys' ’ fees and expenses) arising out of incurred by the Trustee or relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained Holders in this Agreement, Crescent Operating shall have no obligation enforcing any rights under this Section 3.3 unless and until the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummated7.1.

Guarantees. Crescent Operating acknowledges that CBHS has agreed to use its commercially reasonable best efforts to secure The New Notes will be guaranteed, jointly and severally, by Affinion Holdings and the full Subsidiary Guarantors, which are each of the Company’s direct and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates indirect Restricted Subsidiaries (other than CBHS) or any Excluded Subsidiaries). On the Issue Date, each of the Company’s Restricted Subsidiaries or their subsidiaries listed on Schedule I hereto (or under any contract assigned to CBHS pursuant including but not limited to the Purchase AgreementForeign Subsidiaries listed on Schedule I hereto) will be a Subsidiary Guarantor (together with Affinion Holdings, the “Initial Guarantors”). In the twelve month period ended December 31, 2018, Subsidiaries that are not guaranteeing the New Notes (“Non-Guarantor Subsidiaries”) contributed $[•] million and $[•] million to secure full our net revenues and complete releaseEBITDA, prior respectively. As of December 31, 2018, the Non-Guarantor Subsidiaries would have held approximately $[•] million, or [•]%, of our total assets. Each Guarantee: • will be senior in right of payment to all existing and future subordinated Indebtedness of each Guarantor; • will be a general unsecured obligation of each Guarantor; • will be effectively subordinated in right of payment to all existing and future secured Indebtedness of each Guarantor, including the guarantee of such Guarantor under the Credit Agreement to the closing extent of the collateral secured thereby; and • will be, subject to the Payment Subordination Provisions, pari passu in right of payment with all existing and future senior Indebtedness of each Guarantor, including the guarantee of such Guarantor under the Purchase Agreement (and continuously thereafter if not released prior to such closing), Credit Agreement. The obligations of any and all obligations (the "Magellan Obligations") (i) of the Sellers or Foreign Subsidiary that is a Subsidiary Guarantor organized in any of their affiliates (jurisdiction other than the SubsidiariesUnited Kingdom with respect to its Guarantee will be subordinated in right of payment (as described in this paragraph, the “Payment Subordination Provisions”) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the Contribution prior payment in full in cash of all obligations under the Credit Agreement, dated as of June 16May 10, 19972017, by and among MagellanAffinion Holdings, Crescent Operating the Company, the lenders party thereto, HPS Investment Partners, LLC, as administrative agent and CBHScollateral agent, as in effect on the Issue Date (as amended, restated, amended and under which restated, supplemented, refinanced, replaced or otherwise modified, the Sellers “HPS Credit Agreement”); provided that the Guarantees of such Subsidiary Guarantors shall in all respects rank (i) pari passu in right of payment with any Indebtedness of the Company or any such Subsidiary Guarantor that ranks pari passu in right of their affiliates (other than payment with the Subsidiaries) remain obligors or indemnitors in any manner HPS Credit Agreement and (ii) under senior in right of payment with any agreement of any Indebtedness of the Subsidiaries Company or their such Subsidiary Guarantor that ranks subordinated in right of payment with the HPS Credit Agreement. The obligations of each Subsidiary Guarantor under its Guarantee will be limited as necessary to prevent that Guarantee from constituting a fraudulent conveyance under applicable law. In addition, the guarantees by certain foreign subsidiaries (may also be limited by financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting creditor rights generally. See “Risk Factors—Risk Factors Related to Our Indebtedness Following the Transactions—Federal and state statutes allow courts, under specific circumstances, to avoid notes and any contract assigned future guarantees and require holders of New Notes to CBHS pursuant return payments received, and foreign laws may contain similar provisions.” As of December 31, 2018, after giving pro forma effect to the Purchase Agreement) and under Transactions, the Initial Guarantors would have had $[•] million of Secured Indebtedness, of which the Sellers or any $[•] million would have been guarantees of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing Indebtedness under the Purchase Credit Agreement. Set forth on Schedule 4.11 Each Guarantee will be a continuing guarantee and, subject to the Purchase Agreementnext succeeding paragraph, 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummated.shall:

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) In consideration of the Loan Commitments and the making of Loans, and for other good and valuable consideration, receipt of which is hereby acknowledged, Hylsa, in its capacity as a guarantor hereunder (in such capacity, a “Guarantor”), from and after the IMSA Assumption Date hereby guarantees to use its commercially reasonable best efforts each Bank and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Banks to secure the full IMSA and complete release, prior all other amounts from time to time owing to the closing Banks or the Administrative Agent by IMSA under this Agreement and the Purchase Agreement other Loan Documents to which IMSA is a party, in each case strictly in accordance with the terms hereof and thereof (such obligations being herein collectively called the “Hylsa Guaranteed Obligations”). Hylsa hereby further agrees that if, from and continuously thereafter if not released prior after the IMSA Assumption Date, IMSA shall fail to such closing)pay in full when due (whether at stated maturity, of any and all guarantees (the "Magellan Guarantees"by acceleration or otherwise) by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries Hylsa Guaranteed Obligations, Hylsa will promptly pay the same, without any demand or their subsidiaries (or under any contract assigned to CBHS pursuant to notice whatsoever, and that in the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), case of any and all obligations (the "Magellan Obligations") (i) extension of the Sellers time of payment or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement renewal of any of the Subsidiaries Hylsa Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Hylsa’s obligations under this Article 16 constitute a guarantee of payment and not merely of collection. (b) In consideration of the Loan Commitments and the making of Loans, and for other good and valuable consideration, receipt of which is hereby acknowledged, IMSA, in its capacity as a guarantor hereunder (in such capacity, a “Guarantor”), from and after the IMSA Assumption Date hereby guarantees to each Bank and the Administrative Agent and their subsidiaries respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or under any contract assigned otherwise) of the principal of and interest on the Loans made by the Banks to CBHS pursuant Hylsa and all other amounts from time to time owing to the Purchase AgreementBanks or the Administrative Agent by Hylsa under this Agreement and the other Loan Documents to which Hylsa is a party, in each case strictly in accordance with the terms hereof and thereof (such obligations being herein collectively called the “IMSA Guaranteed Obligations”). IMSA hereby further agrees that if, from and after the IMSA Assumption Date, Hylsa shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) and under which the Sellers or any of their affiliates the IMSA Guaranteed Obligations, IMSA will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the IMSA Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. IMSA’s obligations under this Article 16 constitute a guarantee of payment and not merely of collection. (c) In consideration of the Loan Commitments and the making of Loans, and for other than the Subsidiaries) will remain obligors or indemnitors good and valuable consideration, receipt of which is hereby acknowledged, IMSA Acero, in any manner its capacity as a guarantor hereunder (in such capacity, a “Guarantor”), from and after the closing under IMSA Assumption Date hereby guarantees to each Bank and the Purchase Agreement. Set forth Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on Schedule 4.11 the Loans made by the Banks to each of Hylsa and IMSA and all other amounts from time to time owing to the Purchase AgreementBanks or the Administrative Agent by each of Hylsa and IMSA under this Agreement and the other Loan Documents to which Hylsa or IMSA, to the knowledge, after reasonable inquiry, of those persons specified on Schedule 2.04(b) to the Purchase Agreementas applicable, is a list of all Magellan Guarantees party, in each case strictly in accordance with the terms hereof and Magellan thereof (such obligations being herein collectively called the “IMSA Acero Guaranteed Obligations” and, collectively with the Hylsa Guaranteed Obligations and the IMSA Guaranteed Obligations, the “Guaranteed Obligations”). To the extentIMSA Acero hereby further agrees that if, from and after the date hereofIMSA Assumption Date, either Hylsa or IMSA shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the IMSA Acero Guaranteed Obligations, IMSA Acero will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the IMSA Acero Guaranteed Obligations, 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall same will be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 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 promptly paid in settlementfull when due (whether at extended maturity, costs by acceleration or otherwise) in accordance with the terms of investigation and reasonable attorneys' fees and expenses) arising out of such extension or relating to the Magellan Guarantees and Magellan Obligationsrenewal. Notwithstanding anything to the contrary contained in this Agreement, Crescent Operating shall have no obligation IMSA Acero’s obligations under this Section 3.3 unless Article 16 constitute a guarantee of payment and until the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatednot merely of collection.

Guarantees. Crescent Operating acknowledges that CBHS has agreed For value received, each Subsidiary Guarantor hereby fully guarantees, as principal obligor and not merely as surety, on a secured, senior subordinated, joint and several basis, to use each Holder and to the Trustee and its commercially reasonable best efforts to secure successors and assigns on behalf of each Holder, the full and complete releasepayment of principal of, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 obligationspremium, if any, and interest on, and all other monetary obligations of the Issuer under the Indenture and this Note (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with the Indenture, in accordance with the terms of the Indenture (all the foregoing being hereinafter collectively called the “Obligations”); provided . Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such termination is permitted Subsidiary Guarantor shall remain bound by Article Ten of the Indenture notwithstanding any extension or renewal of any Obligation. All payments under the applicable contractual agreement; provided, further, that CBHS or its affiliates these Guarantees shall agree to such termination if permitted under such agreement or permitted by any third party to such agreementbe made in euro. Crescent Operating agrees that, These and other additional obligations of each Subsidiary Guarantor to the extent any Magellan Guarantee (listed on Schedule 4.11 Holder and to the Purchase Agreement) of any such indebtedness or obligation or any Magellan Obligation (listed on Schedule 4.11 Trustee pursuant to these Guarantees and 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 and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred Indenture (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or the provisions relating to submission to jurisdiction and appointment of 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 the conditions Authorized Agent set forth in the Purchase Agreement Indenture) are expressly set forth in the Indenture to which reference is hereby made for the precise terms of such obligations. These Guarantees shall have been fulfilled or waivedbe governed by, and all transactions contemplated by construed in accordance with, the Purchase Agreement shall have been consummatedlaws of the State of New York. This Guarantee is dated the date of the Note upon which it is endorsed.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Subject to use the 2007 UK Intercreditor Agreement, the First Lien Intercreditor Agreement and any Additional Intercreditor Agreement, each Senior Secured Note Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior basis, to each Holder and to the Trustee and its commercially reasonable best efforts to secure successors and assigns (i) the full and complete releasepunctual payment of principal of and interest on the Senior Secured Notes when due, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing)whether at maturity, of any by acceleration, by redemption or otherwise, and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or other monetary obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or Issuers under any contract assigned to CBHS pursuant to this Senior Secured Notes Indenture and the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner Senior Secured Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers under this Senior Secured Notes Indenture and the Senior Secured Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”), subject to the limitations set forth in Section 10.08; provided, however, that in no event shall a US Controlled Foreign Subsidiary be required to guarantee the Guaranteed Obligations. Each Senior Secured Note Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Senior Secured Note Guarantor and that such Senior Secured Note Guarantor will remain bound under this Article X notwithstanding any agreement extension or renewal of any Guaranteed Obligation. (b) Each Senior Secured Note Guarantor waives presentation to, demand of, payment from and protest to the Issuers of any of the Subsidiaries Guaranteed Obligations and also waives notice of protest for nonpayment. Each Senior Secured Note Guarantor waives notice of any default under the Senior Secured Notes or their subsidiaries the Guaranteed Obligations. The obligations of each Senior Secured Note Guarantor hereunder shall not be affected by (1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person (including any Senior Secured Note Guarantor) under this Senior Secured Notes Indenture, the Senior Secured Notes or any contract assigned to CBHS pursuant to other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the Purchase Agreementterms or provisions of this Senior Secured Notes Indenture, the Senior Secured Notes or any other agreement; (4) and under which the Sellers release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of their affiliates them; (5) the failure of any Holder or the Trustee to exercise any right or remedy against any other than guarantor of the SubsidiariesGuaranteed Obligations; or (6) will remain obligors except as set forth in Section 10.06, any change in the ownership of such Senior Secured Note Guarantor. (c) Each Senior Secured Note Guarantor further agrees that its Senior Secured Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or indemnitors the Trustee to any security held for payment of the Guaranteed Obligations. (d) [Reserved.] (e) Except as expressly set forth in Article VIII and Sections 10.02, 10.06 and 10.08, the obligations of each Senior Secured Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Senior Secured Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Senior Secured Notes Indenture, the Senior Secured Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner after or to any extent vary the closing under risk of such Senior Secured Note Guarantor or would otherwise operate as a discharge of such Senior Secured Note Guarantor as a matter of law or equity. (f) Each Senior Secured Note Guarantor further agrees that its Senior Secured Note Guarantee herein shall continue to be effective or be reinstated, as the Purchase Agreement. Set forth case may be, if at any time payment, or any part thereof, of principal of or interest on Schedule 4.11 any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of any Issuer or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Senior Secured Note Guarantor by virtue hereof, upon the failure of the Issuers to pay the Purchase Agreementprincipal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Senior Secured Note Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the knowledge, after reasonable inquiry, of those persons specified on Schedule 2.04(b) Holders or the Trustee an amount equal to the Purchase Agreementsum of (A) the unpaid amount of such Guaranteed Obligations, is a list of all Magellan Guarantees (B) accrued and Magellan Obligations. To the extent, after the date hereof, the Sellers discover there are other Magellan Guarantees or Magellan unpaid interest and premiums (if any) on such Guaranteed Obligations not identified on Schedule 4.11 (but only to the Purchase Agreement extent not prohibited by law) and ("Unlisted Obligations"), C) all other monetary Guaranteed Obligations of the Sellers may request Crescent Operating to add any such Unlisted Obligation to such Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 Issuers to the addition of an Unlisted Obligation, Magellan may terminate any such Unlisted Obligation (Holders 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 Trustee. (h) Each Senior Secured Note Guarantor agrees that, to as between it, on the extent one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article VI for the purposes of such Senior Secured Note Guarantor’s Senior Secured Note Guarantee herein, notwithstanding any Magellan Guarantee (listed on Schedule 4.11 to the Purchase Agreement) of any stay, injunction or other prohibition preventing 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 acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Senior Secured Note Guarantor for the purposes of this Section 10.01. (i) Each Senior Secured Note Guarantor also agrees to pay any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines costs and other judgments expenses (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and including reasonable attorneys' ’ fees and expenses) arising out of or relating ), subject to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to limitations set forth in Section 10.08, incurred by the contrary contained Trustee, the Collateral Agent or any Holder in this Agreement, Crescent Operating shall have no obligation enforcing any rights under this Section 3.3 unless and until the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummated10.01.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Subject to use Section 6 hereof, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees (each, a “Guarantee”), on a joint and several basis, to each Holder of 2020 Notes (including each Holder of 2020 Notes issued under the Indenture after the date of this Amendment No. 2) and to the Trustee and its commercially reasonable best efforts to secure successors and assigns on a senior basis, irrespective of the validity and enforceability of the Indenture, the 2020 Notes or the obligations of the Company hereunder or thereunder (i) the full and complete release, prior punctual payment of all monetary obligations of the Company under the Indenture (including obligations to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees"Trustee) by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under any agreement the Indenture. Each Guarantor further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence of any action to enforce the same, the recovery of any judgment against the Company (except to the extent such judgment is paid) or any waiver or amendment of the Subsidiaries provisions of the Indenture or their subsidiaries (or under any contract assigned to CBHS pursuant the 2020 Notes to the Purchase Agreement) and under which the Sellers extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defence of their affiliates such Guarantor (other than except that such waiver or amendment shall be effective in accordance with its terms). (b) Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the SubsidiariesGuarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor further agrees that its Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 Subject to the 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 this Section 2 and Magellan Obligations. To the extent, after the date Section 5 and 6 hereof, the Sellers discover there Guarantors hereby agree that their obligations hereunder are other Magellan Guarantees unconditional, irrespective of the validity, regularity or Magellan Obligations not identified on Schedule 4.11 to enforceability of the Purchase Agreement ("Unlisted Obligations")2020 Notes or the Indenture, the Sellers may request Crescent Operating absence of any action to add enforce the same, any such Unlisted Obligation waiver or consent by any Holder of the 2020 Notes with respect to such Schedule 4.11any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. If Crescent Operating agrees Without limiting the generality of the foregoing, each Guarantor’s liability under this Guarantee shall extend to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include all obligations under the Unlisted 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 (2020 Notes 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred Indenture (including, without limitation, amounts paid in settlementinterest, fees, costs of investigation and reasonable attorneys' fees and expenses) arising out that would be owed but for the fact that they are unenforceable or not allowable due to any proceeding under bankruptcy law involving the Company or any Guarantor. Each Guarantor further agrees to waive presentment to, demand of or relating payment from and protest to the Magellan Guarantees Company of its Guarantee, and Magellan Obligationsalso waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for non-payment, the filing of claims with a court in the event of merger or bankruptcy of the Company and any right to require a proceeding first against the Company or any other Person. Notwithstanding anything The obligations of a Guarantor shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under the Indenture or the 2020 Notes of any series. Subject to Section 5 hereof, each Guarantor covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the 2020 Notes and the Indenture. (d) The obligation of a Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Guarantor to make such payment. If any Holder of any 2020 Notes or the Trustee is required by any court or otherwise to return to the Company or any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or any such Guarantor any amount paid by any of them to the Trustee or such Holder, any applicable Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of 2020 Notes in enforcing any of their respective rights under its Guarantee. (f) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders of the 2020 Notes in respect of any obligations guaranteed hereby until payment and performance in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders of the 2020 Notes and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII of the Second Supplemental Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII of the Second Supplemental Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders of the 2020 Notes under the Guarantee. (g) Any term or provision of this Amendment No. 2 to the contrary contained notwithstanding, the maximum aggregate amount of a Guarantor’s Guarantee shall not exceed the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in this Agreement, Crescent Operating shall have no obligation respect of the obligations of such other Guarantor under this Section 3.3 unless and until the conditions set forth 2, result in the Purchase Agreement shall have been fulfilled obligations of such Guarantor under its Guarantee not constituting either a fraudulent transfer or waivedconveyance or voidable preference, and all transactions contemplated by financial assistance or improper corporate benefit, or violating the Purchase Agreement shall have been consummatedcorporate purpose of the relevant Guarantor or any applicable capital maintenance or similar laws or regulations affecting the rights of creditors generally under any applicable law or regulation.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Alcoa hereby, jointly and severally with the other Guarantors, unconditionally and irrevocably guarantees to use its commercially reasonable best efforts to secure each Holder of a Note authenticated and delivered by the full Trustee and complete release, prior to the closing Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Issuer and all other obligations of the other Guarantors (including under the Purchase Agreement (and continuously thereafter if not released prior to such closingNote Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 of the Indenture), all in accordance with the terms hereof and thereof (collectively, the “Guarantee Obligations”); and (b) in case of any and all guarantees (the "Magellan Guarantees") by the Sellers extension of time of payment or renewal of any Notes or any of their affiliates such other obligations, the due and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any indebtedness amount so guaranteed, or failing performance of any other obligation of the Issuers to the Holders under the Indenture or under the Notes, for whatever reason, Alcoa shall be obligated to pay, or to perform or cause the performance of, the same immediately. A Default under the Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of CBHS or its affiliates (other than CBHS) or any Alcoa thereunder in the same manner and to the same extent as the obligations of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedIssuers.

Guarantees. Crescent Operating acknowledges that CBHS has agreed to use its commercially reasonable best efforts to secure the full and complete release, prior (a) Subject to the closing under provisions of this Article XI, each Guarantor, jointly and severally, irrevocably and unconditionally guarantees to each Holder of Securities and to the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any Trustee on behalf of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") Holders: (i) the due and punctual payment in full of principal of and interest on the Sellers Securities when due, whether at stated maturity, upon acceleration, redemption or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and otherwise; (ii) under any agreement the due and punctual payment in full of any interest on the overdue principal of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 thatand, to the extent any Magellan Guarantee permitted by law, interest on the Securities; and (listed on Schedule 4.11 iii) the due and punctual payment of all other Obligations of the Company and the other Guarantors to the Purchase Agreement) of any such indebtedness Holders or obligation the Trustee hereunder 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 AgreementSecurities, 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 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 settlementthe payment of fees, costs expenses, indemnification or other amounts. In case of investigation 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 pay any such other Obligation, each Guarantor agrees to cause any such payment to be made punctually when due, whether at stated maturity, upon acceleration, redemption or otherwise, and as if such payment were made by the Company and to perform any such other Obligation of the Company immediately. Each Guarantor further agrees to pay any and all expenses (including reasonable attorneys' counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under these Guarantees. The Guarantees under this Article XI are guarantees of payment and not of collection. (b) Each of the Company and the Guarantors waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company or any other Guarantor, any right to require a proceeding first against the Company or any other Guarantor, protest or notice with respect to the Securities and all demands whatsoever, and covenants that these Guarantees shall not be discharged except by complete performance of the Obligations contained in the Securities and in this Indenture, or as otherwise specifically provided therein or herein. (c) Each Guarantor waives and relinquishes: (i) any right to require the Trustee, the Holders or the Company (each, a “Benefited Party”) 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 incurrence 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 of the Company, any Benefited Party, any creditor of the Guarantors, the Company or the Subsidiaries of the Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby 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 amount nor in other respects more burdensome than that of the principal; (vi) any defense arising out 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 such Guarantor, on the one hand, and Holders and the Trustee, on the other hand: (i) for purposes of the relevant Guarantee, the maturity of the Obligations guaranteed by such Guarantee may be accelerated as provided in Article VI, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (ii) in the event of any acceleration of such 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 case may be, if at any time any payment, or any part thereof, of principal of or relating interest on any of the 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 be subrogated to all rights of the Holders against the Company in respect of any amounts paid by such Guarantor pursuant to the Magellan provisions of the Guarantees and Magellan Obligations. Notwithstanding anything or this Indenture; provided, however, that a Guarantor shall not be entitled to the contrary contained in this Agreement, Crescent Operating shall have no obligation under this Section 3.3 unless and enforce or to receive any payments until the conditions set forth in the Purchase Agreement principal of and interest on all Securities issued hereunder shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedpaid in full.

Guarantees. Crescent Operating acknowledges that CBHS has agreed Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to use each Lender and to the Administrative Agent and its commercially reasonable best efforts to secure successors and assigns (a) the full and complete releasepunctual payment of principal of and interest on the Loans when due, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing)whether at maturity, of any by acceleration, by mandatory prepayment or otherwise, and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or other monetary obligations of CBHS or its affiliates (the Borrower under this Agreement and the other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates Interim Loan Documents (other than the SubsidiariesExchange Notes and the Exchange Note Indenture) and (b) the full and punctual performance within applicable grace periods of all other obligations of the Borrower under this Agreement and such other Interim Loan Documents (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article X notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Borrower of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default on the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1) the failure of any Lender or the Administrative Agent to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Person (including any Subsidiary Guarantor) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the Contribution this Agreement, dated as the other Interim Loan Documents or any other agreement or otherwise; (2) any extension or renewal of June 16any thereof; (3) any rescission, 1997waiver, amendment or modification of any of the terms or provisions of this Agreement, the other Interim Loan Documents or any other agreement; (4) the release of any security held by and among Magellan, Crescent Operating and CBHS, and under which any Lender or the Sellers Administrative Agent for the Guaranteed Obligations or any of their affiliates them; (5) the failure of any Lender or the Administrative Agent to exercise any right or remedy against any other than Guarantor of the SubsidiariesGuaranteed Obligations; or (6) remain obligors except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Lender or indemnitors the Administrative Agent to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Lender or the Administrative Agent to assert any claim or demand or to enforce any remedy under this Agreement, the other Interim Loan Documents or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Lender or the Administrative Agent upon the bankruptcy or reorganization of the Borrower or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Lender or the Administrative Agent has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Borrower to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by mandatory prepayment or otherwise, or to perform or comply with any other Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, in cash, to the Lenders or the Administrative Agent an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Borrower to the Lenders and the Administrative Agent. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Lenders and the Administrative Agent, on the other hand, (i) the maturity of the Guaranteed Obligations may be accelerated as provided in Article VII for the purposes of such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (ii) under any agreement in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article VII, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any purposes of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreementthis Section. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating Each Subsidiary Guarantor also agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 pay any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines costs and other judgments expenses (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and including reasonable attorneys' fees and expensesfees) arising out of incurred by the Administrative Agent or relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained any Lender in this Agreement, Crescent Operating shall have no obligation enforcing any rights under this Section 3.3 unless and until the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedSection.

Guarantees. Crescent Operating acknowledges On the Issue Date, there will exist no Guarantors. With respect to any Person that CBHS has agreed becomes a Guarantor after the Issue Date, such Guarantor agrees as set forth in this Article 10. (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to use each Holder and to the Trustee and its commercially reasonable best efforts to secure successors and assigns (i) the full and complete releasepunctual payment when due, prior whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer and Holdings under this Indenture (including obligations to the closing under Trustee) and the Purchase Agreement (and continuously thereafter Notes, whether for payment of Accreted Value of, premium, if not released prior to such closing)any, or interest or additional interest in respect of any the Notes and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or other monetary obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or Issuer and Holdings under any contract assigned to CBHS pursuant to this Indenture and the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer and Holdings whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 10 notwithstanding any agreement extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Issuer and Holdings of any of the Subsidiaries Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or their subsidiaries the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or under the Trustee to assert any contract assigned claim or demand or to CBHS pursuant to enforce any right or remedy against the Purchase Agreement) and under which the Sellers Issuer or Holdings or any other Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of their affiliates this Indenture, the Notes or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.02(b). (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the Subsidiaries) will remain obligors full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer and Holdings first be used and depleted as payment of the Issuer’s, Holdings’ or indemnitors in such Guarantor’s obligations hereunder prior to any manner after amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the closing under the Purchase Agreement. Set forth on Schedule 4.11 Issuer or Holdings be sued prior to the 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 an action being initiated against such Unlisted Obligation to such Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedGuarantor.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) In consideration of the transactions contemplated by this Agreement, Tinicum hereby unconditionally guaranties to use its commercially reasonable best efforts to secure the full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees Sellers (the "Magellan Guarantees"“Tinicum Guaranty”) by that Tinicum will duly and punctually pay and/or perform, as the Sellers or any case may be, all obligations, liabilities and undertakings of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or Buyer under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the Contribution this 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 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 settlementall obligations, costs liabilities and undertakings of investigation Buyer under Sections 2.05 and reasonable attorneys' fees and expenses) arising out 2.08 of or relating to this Agreement (collectively, the Magellan Guarantees and Magellan “Buyer Obligations”). Notwithstanding anything the forgoing Tinicum’s obligations under this Section 12.15 shall terminate upon the payment of any amounts due to Sellers under Section 2.08 or upon the contrary contained determination of Final Net Worth pursuant to Section 2.07, in the event that Final Net Worth does not exceed the lesser of Estimated Final Net Worth or Target Net Worth. (b) In consideration of the transactions contemplated by this Agreement, Crescent Operating shall have no obligation USI hereby unconditionally guaranties to Buyer (the “USI Guaranty”) that USI will duly and punctually pay and/or perform, as the case may be, all obligations, liabilities and undertakings of Sellers under this Section 3.3 unless Agreement, including, without limitation, all obligations, liabilities and until undertakings of Sellers under Article 10 of this Agreement ((collectively, the conditions set forth “Seller Obligations”). (c) The Tinicum Guaranty and the USI Guaranty are each an absolute, unconditional and continuing guarantee by Tinicum and USI, respectively, of the Buyer Obligations and the Seller Obligations, respectively, each in accordance with their terms, and not of their collectibility only. Enforcement of the liabilities and obligations of Tinicum and USI hereunder is in no way conditioned upon any requirement that any party first attempt to collect or take any action against Buyer (in the Purchase case of Tinicum) or Sellers (in the case of USI) or any other person primarily or secondarily liable with respect to the Buyer Obligations or the Seller Obligations or resort to any security or other means of obtaining payment of any of the Buyer Obligations which Buyer, or the Seller Obligations which Sellers, may now have or may acquire after the date hereof or upon any other contingency whatsoever; provided, however, that nothing herein shall adversely affect USI’s or Tinicum’s rights to assert any defense available to Buyer (in the case of Tinicum) or Sellers (in the case of USI) under this Agreement shall have been fulfilled or waivedat law. Upon any default in the full and punctual payment and/or performance by Buyer with respect to the Buyer Obligations or Sellers with respect to the Seller Obligations, in each case in accordance with their terms, the liabilities and obligations of Tinicum (as guarantor of the Buyer Obligations) and USI (as guarantor of the Seller Obligations) hereunder shall, at the option of the aggrieved party, become forthwith due and payable, without demand or notice of any nature, all transactions contemplated of which are hereby expressly waived by each of USI and Tinicum. Payments hereunder may be required on any number of occasions from Tinicum or USI until such time as the Purchase Agreement shall have been consummatedBuyer Obligations or Seller Obligations, respectively, are paid or satisfied, as the case may be, in full in accordance with their terms.

Guarantees. Crescent Operating acknowledges that CBHS has agreed to 10.2.1 The Seller shall use its commercially reasonable best efforts to secure the full and complete releaseprocure that, prior to the closing under the Purchase Agreement (and continuously thereafter if not or at Completion, each Group Company is released prior to such closing), from all Guarantees given by or on behalf of any Group Company to the extent that they relate to any Liability or obligation of the Seller's Group or the UK Retail Group (such efforts to include incurring any fees, costs or expenses reasonably required and, with respect to the UK Retail Group, providing any letter of credit or other credit support as replacement for any such Guarantee) and, pending such release, the Seller shall fully indemnify the Purchaser Indemnitees against all such Liabilities under those Guarantees. 10.2.2 The Target shall use reasonable efforts to procure that, with effect from Completion, the Seller and each of the members of the Seller's Group are released from all guarantees Guarantees given by them for the benefit of the Group (the "Magellan Seller Guarantees") by ), including with respect to obligations under the Sellers Retail Leases and any other Contracts to which any Group Company is a party or obligated under, whether these were given directly to any counterparty under any Contract to which any Group Company is a party or to any financial institution which may have provided a form of their affiliates of security to any indebtedness or obligations of CBHS or its affiliates counterparty to any Contract to which any Group Company is a party; provided, however, that neither the Purchaser nor any Group Company shall be required to pay (other than CBHScosts that the Seller agrees to reimburse at the time Purchaser or Target makes such payment) any fees, costs or expenses, or post any collateral (including any cash or other assets) or agree to any modification or amendment to the underlying Contract (other than immaterial modifications or amendments that in any case do not involve any economic terms or an extension of the Subsidiaries duration of such Contract) in exchange for any such release (including any amendments requiring any replacement Guarantee or their subsidiaries alteration to any term in such Contract). Unless and until such time as the Target secures such a release, the Target shall cause the Group Companies to indemnify each member of the Seller's Group against all Liabilities arising under such Guarantees which relate to a Group Company failing to perform its obligations or otherwise having Liability under any relevant underlying contract and to the extent they relate to the Divestment Business. 10.2.3 Notwithstanding any other provision of this Agreement to the contrary, the Seller shall take all steps required to keep each Seller Guarantee in place, and no member of the Seller's Group shall release (or under agree to release) any contract assigned such Seller Guarantee, until such time as the relevant Liability or obligation guaranteed by such Seller Guarantee has been performed, satisfied or expired in full in accordance with its terms, it being understood that in each case, the Purchaser shall cause the Group Companies not to CBHS pursuant renew, amend or extend any Contract to which a Seller Guarantee relates to the Purchase Agreement) and to secure full and complete release, prior to the closing extent that it increases exposure under the Purchase Agreement (relevant Seller Guarantee or extends the duration of the benefit of the Seller Guarantee for that Contract, and continuously thereafter if not released prior the Seller shall be permitted to such closing), of arrange for any and all obligations (Seller Guarantee issued under the "Magellan Obligations") Deutsche Bank Guarantee Facility to lapse upon the earlier of: (i) of the Sellers or any of their affiliates date that falls 3 (other than three) years after the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner Completion Date; and (ii) the expiry of the relevant underlying Contract. 10.2.4 Other than as set out in Clause 10.2.3, the Seller shall, and shall cause each other member of the Seller's Group, to continue to fully and promptly comply with the terms and obligations under any agreement of any of the Subsidiaries or their subsidiaries Third Party Guarantee (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers Contract entered into connection with or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 otherwise related to such Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the Purchase AgreementThird Party Guarantee) 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 which any member of the Seller's Group has any obligation, including by providing any cash collateral or other credit support required under such Third Party Guarantee (or such Contract), in accordance with the terms and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments conditions of such Third Party Guarantee (at equity or at lawsuch Contract) and damages whenever arising until such time as the relevant Liability or incurred (including, without limitation, amounts paid obligation guaranteed by such Third Party Guarantee has been performed or satisfied 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 full in this Agreement, Crescent Operating shall have no obligation under this Section 3.3 unless and until the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedaccordance with its terms.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) TWC hereby unconditionally and irrevocably guarantees to use its commercially reasonable best efforts the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by TWE as and when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of TWE. (b) TWE hereby unconditionally and irrevocably guarantees to secure the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by TWC as and when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of TWC. (c) This Guarantee shall remain in full force and effect until the Obligations are paid in full and complete releasethe Commitments are terminated, notwithstanding that from time to time prior thereto either one or both of the Borrowers may be free from any Obligations. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the closing 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. (e) Anything herein or in any other Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the Purchase Agreement 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. (and continuously thereafter if not released prior to such closing)f) No payment or payments made by either of the Borrowers, either of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from either of the Borrowers, either of the Guarantors, any other guarantor or any other Person by virtue of any and all guarantees (the "Magellan Guarantees") by the Sellers action or proceeding or any setoff or appropriation or payment of their affiliates the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any indebtedness Guarantor hereunder who shall, notwithstanding any such payment or obligations of CBHS or its affiliates payments (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to payments made by such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 Guarantor in respect of any and all claimsthe Obligations or payments received or collected from such Guarantor in respect of the Obligations), liabilitiesremain liable for the Obligations, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts up to the maximum liability of such Guarantor hereunder until the Obligations are paid in settlement, costs of investigation full 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedCommitments are terminated.

Guarantees. Crescent Operating acknowledges To guarantee full discharge of all obligations, principal and accessory, that CBHS has agreed the DEBTOR assumes in this Contract, as well as the penalties, judicial or extrajudicial costs and expenses, taxes, and similar charges that the LENDER incurs and/or may incur for covering its credit, the DEBTOR delivers and/or will deliver to use the LENDER: a) Promissory Notes in the form of Annex B of this Contract, duly signed by the authorized signatory of the DEBTOR and endorsed by ▇▇▇ das Contas Produtora de Petróleo LTDA ("Promissory Notes) to be included and indicated in Table III, in the capacity of GUARANTOR(S), CO-OBLIGOR(S) jointly and severally with the DEBTOR for all obligations under this Contract and Request for Disbursement by the DEBTOR, and who may at any time be called upon to honor the obligations here assumed, in the event that the DEBTOR for any reason, fails to make timely payments of what is owed, waiving any benefit of order and division. b) Addendum to this Contract through which Rio das Contas Produtora de Petróleo LTDA will be constituted as joint debtor in the Contract, such that the same, irrevocably and irreversibly, declares agreement to the terms and conditions of the Contract, ratifying it in its commercially reasonable best efforts entirety and taking joint responsibility for all obligations assumed by the DEBTOR in the Contract ("Amendment to the Contract"). c) Further Assurances in Annexed Instruments properly defined, described, and characterized in Table VI. Paragraph One -- The Promissory Notes and Amendment to the Contract, as described in items "a" and "b" above, will be submitted to the LENDER within 15 (fifteen) days from the date this Contract is signed, under penalty of the transaction’s coming due early. Paragraph Two -- The formalization and registration of the guarantee for Assignment of Credit Rights arising in the Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, through applicable contractual or statutory devices for its proper formalization, described in Table VI, must occur within 30 days from the date of signing of this Contract. If the guarantee for Assignment of Credit Rights arising in Natural Gas Purchase and Sale Contract No. 48000.003518/97-82 signed between Rio das Contas Produtora de Petróleo LTDA and Petróleo Brasileiro SA - Petrobrás, as described in Table VI and subject to the conditions established in this Contract, is not lodged within the period prescribed in this Clause 17 or depreciates and/or gets lost, so as to become awkward, inappropriate, or insufficient to secure the full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any the DEBTOR in this Contract, it is hereby certain and agreed that the DEBTOR and/or guaranteeing third parties will constitute the Assignment of Credit Rights in favor of the Subsidiaries LENDER, by contractual or their subsidiaries (or under any contract assigned legal provisions applicable to CBHS pursuant to the Purchase Agreement) its proper formalization and to secure full and complete releaseregistration, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), ensuring Assignment of any and all obligations (the "Magellan Obligations") (i) Shares of the Sellers company Rio das Contas Produtora de Petróleo LTDA within 15 days from the referred-to nonformalization or any depreciation, and/or loss of their affiliates (other than the Subsidiaries) collateral, under any agreement which was assigned to CBHS or its subsidiaries pursuant to the Contribution Agreement, dated as penalty 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any early termination of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedtransaction.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Each Guarantor hereby jointly and severally unconditionally guarantees, as a primary obligor and not merely as a surety, to use its commercially reasonable best efforts to secure the Holder the full and complete releasepunctual payment when due, prior whether at the Maturity Date, by acceleration, by prepayment or otherwise, of all obligations of the Borrower under this Note, whether for payment of principal or interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) in respect of the Note and all other monetary obligations of the Borrower under this Note, whether for fees, expenses, indemnification or otherwise (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, pursuant to the closing terms of Section 6, without notice to or further assent from each such Guarantor, and that each such Guarantor shall remain bound under the Purchase Agreement (and continuously thereafter if not released prior to such closing), this Section 8 notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation to, demand of payment from and all guarantees protest to the Borrower of any of the Guaranteed Obligations and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Each Guarantor waives notice of any default under this Note. The obligations of each Guarantor hereunder shall not be affected by (i) the "Magellan Guarantees"failure of the Holder to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Person (as defined below) under this Note or any other agreement or otherwise; (ii) any extension of the repayment terms of the Guaranteed Obligations; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Note or any other agreement; (iv) the failure to perfect any security interest in, or the release of, any security held by the Sellers Holder for the Guaranteed Obligations or any of their affiliates them; or (v) the failure of the Holder to exercise any indebtedness right or remedy against any other Guarantor. In the event that there is a Change in Control with respect to any Guarantor, all obligations of CBHS such Guarantor hereunder shall be relieved in full and such Guarantor shall cease to be subject to any obligation hereunder or to be deemed a "Guarantor" upon the effectiveness of such Change in Control. (c) Each Guarantor hereby waives any right to which it may be entitled to have its affiliates obligations hereunder divided among the Guarantors, such that such Guarantor's obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Borrower first be used and depleted as payment of the Borrower's or such Guarantor's obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Borrower be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its 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 the Holder to any security held for payment of the Guaranteed Obligations. (e) The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than CBHS) payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise of any Guaranteed Obligation, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of the Holder to assert any claim or demand or to enforce any remedy under this Note or any other agreement, by any waiver or modification of any provision thereof by any default, failure or delay, willful or otherwise, in the performance of the Subsidiaries Guaranteed Obligations, or their subsidiaries by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (f) Each Guarantor agrees that its guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its guarantee herein shall continue to be effective or under be reinstated, as the case may be, if at any contract assigned time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by the Holder upon the bankruptcy or reorganization of the Borrower or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which the Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower to CBHS pursuant pay the Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by prepayment or otherwise, each Guarantor hereby promises to and shall, upon receipt of written demand by the Holder, forthwith pay, or cause to be paid, in cash, to the Purchase Agreement) and to secure full and complete release, prior Holder an amount equal to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), sum of any and all obligations (the "Magellan Obligations") (i) the unpaid amount of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner such Guaranteed Obligations and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) accrued and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted Obligation, which shall be treated as if it had appeared unpaid interest 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 Guaranteed Obligations then due and owing (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, but only to the extent not prohibited by law). (h) Each Guarantor agrees that it shall not be entitled to any Magellan Guarantee (listed on Schedule 4.11 right of subrogation in relation to the 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 Holder in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it and the Holder, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Section 9 for the purposes of any guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 10, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 8. (i) Each Guarantor also agrees to pay any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines costs and other judgments expenses (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and including reasonable attorneys' fees and expenses) arising incurred by the Holder in enforcing any rights under this Section 8. (j) Bookham, Inc. shall cause each of its Subsidiaries that (i) has not executed and delivered this Note "as Guarantor" and (ii) is or becomes a Principal Borrower Subsidiary to execute and deliver such instruments and do such acts as may be necessary for such Principal Borrower Subsidiary to become a Guarantor under this Section 8. (k) Upon request of the Holder, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Note. (l) In the case of any payments made by a Guarantor pursuant to this Section 8, the following shall apply: (i) All such payments shall be made to the Holder without withholding or deduction for, or on account of, Taxes (other than those withholdings or deductions to which payments by the Borrower are subject). In the event any withholding or deduction for Taxes is required by law or by the interpretation or administration thereof by the relevant governmental authority, such Guarantor shall pay such additional amounts as may be necessary in order that the net amounts received by the Holder after such withholding or deduction may not be less than the net amount that would have been received by the Holder from the Borrower. (ii) If the Holder is entitled to claim an exemption from, or a reduction of, any withholding or deduction for or on account of Taxes under any applicable law or treaty, the Holder hereby covenants and agrees that it will take all reasonably necessary steps to secure the benefit of such exemption or reduction. Further, if the Holder is entitled to claim a refund of any withholding or deduction of or relating on account of Taxes under any applicable law or treaty, the Holder hereby covenants and agrees that it will take all reasonably necessary steps to secure such refund, and (to the Magellan Guarantees extent that such Guarantor has made a payment of an additional amount pursuant to this Section 8(l)) account for such refund to such Guarantor. (iii) If (and Magellan Obligations. Notwithstanding anything for so long as) the Holder fails to satisfy its obligations under clause (ii) of this Section 8(l), such Guarantor shall not be required to make any payments under this Section 8 to the contrary contained in extent that such payments could have been avoided if the Holder had complied with its obligations under clause (ii) of this AgreementSection 8(l). For example (and solely for purposes of illustration), Crescent Operating if payments by such Guarantor are subject to a withholding tax of 15%, but under the applicable tax treaty the Holder is entitled to claim a reduction of withholding tax from 15% to 10%, then, if the Holder fails to comply with its obligations under clause (ii) of this Section 8(l), such Guarantor shall be obligated to make payments under clause (i) of this Section 8(l) on the reduced 10% withholding tax and shall have no obligation under clause (i) of this Section 3.3 unless and until 8(l) with respect to the conditions set forth in the Purchase Agreement shall 5% withholding tax that could have been fulfilled or waived, and all transactions contemplated by avoided if the Purchase Agreement shall have been consummatedHolder had complied with its obligations under clause (ii) of this Section 8(l).

Guarantees. Crescent Operating acknowledges that CBHS has agreed Guarantee or assume or be or agree to use its commercially reasonable best efforts become liable in any way, either directly or indirectly, for any Indebtedness or liability of others except: (i) to secure endorse checks or drafts in the full and complete release, prior to the closing under the Purchase Agreement ordinary course of business; (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees"ii) by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase AgreementGuaranty; (iii) and the guaranty by Merk▇▇▇ ▇▇▇rican Co., Inc. of indebtedness of Merchandising Corporation of America, Inc, as described on Exhibit B, provided that the principal amount thereof shall not exceed at any time Five Hundred Thousand Dollars ($500,000); (iv) the guaranty by Borrower of the mortgage indebtedness permitted pursuant to secure full and complete release, prior Paragraph 6.1(vi) hereof with respect to the closing Canton, Massachusetts building; (v) Guarantees by the Subsidiaries of the Revolver, Permitted Revolver Financings and the Richmont Subordinated Notes; (vi) Guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations; (vii) Indebtedness constituting obligations to reimburse worker's compensation insurance companies for claims paid by such companies on any Company's behalf in accordance with the policies issued to such Company; (viii) Indebtedness of any Company under any interest rate swap, interest rate caps, interest rate collars or other similar agreements, or any foreign exchange, currency hedging, commodity hedging or other similar agreement entered into to enable such Company to fix or limit its interest expense or to limit the market risk of holding currency or a commodity in either the cash or futures markets; provided that, in the case of any Synthetic Purchase Agreement related to any Subordinated Debt, the obligations of the Company thereunder must be subordinated to the Senior Debt to at least the same extent as the Subordinated Debt to which such Synthetic Purchase Agreement relates (and continuously thereafter if not released prior the Borrower shall promptly deliver to such closing), the Agent a copy of any and all obligations Synthetic Purchase Agreement to which any Company becomes a party); (vii) the "Magellan Obligations") (i) existing guarantees as of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the Contribution Agreement, dated date hereof 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth disclosed on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummated.Exhibit B.

Guarantees. Crescent Operating acknowledges that CBHS has agreed The Guarantor hereby fully and unconditionally guarantees, on an unsecured, senior basis to use each Holder of Notes and to the Trustee and its commercially reasonable best efforts to secure successors and assigns (a) the full and complete releasepunctual payment of principal of, prior and interest and premium and Additional Amounts, if any, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Original Indenture and this Third Supplemental Indenture with respect to the closing Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Purchase Agreement Original Indenture and this Third Supplemental Indenture with respect to the Notes (all the foregoing hereinafter collectively called the “Guaranteed Obligations”). The Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantor and continuously thereafter if not released prior to such closing), that the Guarantor will remain bound under this Section 7.1 notwithstanding any extension or renewal of any obligation with respect to the Notes. The Company hereby fully and all unconditionally guarantees the Guarantee of the Guarantor on an unsecured, unsubordinated basis. The Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations with respect to the Notes and also waives notice of protest for nonpayment. The Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of the Guarantor hereunder shall not be affected by (1) the "Magellan Guarantees"failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Original Indenture or this Third Supplemental Indenture with respect to the Notes or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of the Original Indenture or this Third Supplemental Indenture with respect to the Notes or any other agreement; (4) the release of any security held by any Holder of Notes or the Sellers Trustee for the Guaranteed Obligations or any of their affiliates them; or (5) except as set forth in Section 7.1.6, any change in the ownership of the Guarantor. The Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee. Except as expressly set forth in Section 1502 of the Original Indenture and Sections 7.1.2 and 7.1.6 of this Third Supplemental Indenture, the obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantor shall not be discharged or impaired or otherwise affected by the failure of any indebtedness Holder or obligations of CBHS the Trustee to assert any claim or its affiliates (other than CBHS) demand or to enforce any remedy under the Original Indenture or this Third Supplemental Indenture with respect to the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Subsidiaries obligations, or their subsidiaries (by any other act or under thing or omission or delay to do any contract assigned other act or thing which may or might in any manner or to CBHS pursuant any extent vary the risk of the Guarantor or would otherwise operate as a discharge of the Guarantor as a matter of law or equity. The Guarantor further agrees that its Guarantee with respect to the Purchase AgreementNotes shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any obligation with respect to the Notes is rescinded or must otherwise be restored by any Holder of Notes or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and to secure full and complete release, prior (C) all other monetary Guaranteed Obligations of the Company to the closing under Holders and the Purchase Agreement (Trustee. The Guarantor agrees that, as between it, on the one hand, and continuously thereafter if not released prior to such closing)the Holders and the Trustee, of any and all obligations (on the "Magellan Obligations") other hand, (i) the maturity of the Sellers Guaranteed Obligations hereby may be accelerated as provided in Article 5 of the Original Indenture for the purposes of the Guarantor’s Guarantee, notwithstanding any stay, injunction or any other prohibition preventing such acceleration in respect of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant Guaranteed Obligations with respect to the Contribution AgreementNotes guaranteed hereby, 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 5 of the Subsidiaries Original Indenture, such Guaranteed Obligations (whether or their subsidiaries (or under any contract assigned to CBHS pursuant to not due and payable) shall forthwith become due and payable by the Purchase Agreement) and under which Guarantor for the Sellers or any purposes of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreementthis Section 7.1.1. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating The Guarantor also agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 pay any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines costs and other judgments expenses (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and including reasonable attorneys' fees and expenses’ fees) arising out of incurred by the Trustee or relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained any Holder in this Agreement, Crescent Operating shall have no obligation enforcing any rights under this Section 3.3 unless and until the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummated7.1.1.

Guarantees. Crescent Operating acknowledges that CBHS has agreed to use its commercially reasonable best efforts to secure The Guarantees have been duly and validly authorized by the full Guarantors and, when issued and complete releaseexecuted by the Guarantors, prior will have been duly executed, authenticated, issued and delivered and will constitute legal, valid and binding obligations of the Guarantors, entitled to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any benefit of the Subsidiaries or their subsidiaries (or under any contract assigned Indenture, and enforceable against the Guarantors in accordance with its terms, except that the enforcement thereof may be subject to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned similar laws now or hereafter in effect relating to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner creditors’ rights generally and (ii) under any agreement general principles of any equity (whether applied by a court of law or equity) and the discretion of the Subsidiaries or their subsidiaries (or under court before which any contract assigned to CBHS pursuant proceeding therefor may be brought. When executed and delivered, the Guarantees will conform in all material respects to the Purchase Agreement) and under which descriptions thereof in the Sellers or any Time of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 (Sale Document and the related underlying obligationsFinal Offering Memorandum. The Exchange Guarantees have been duly and validly authorized by the Guarantors and, if any); provided that such termination is permitted under when issued and executed by 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 Guarantors and upon the extent any Magellan Guarantee (listed on Schedule 4.11 to due execution and authentication of the Purchase Agreement) Exchange Notes in accordance with the Indenture and the issuance and delivery 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 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 the conditions set forth Exchange Notes in the Purchase Agreement shall have been fulfilled or waived, and all transactions Exchange Offer contemplated by the Purchase Agreement shall Registration Rights Agreement, will have been consummatedduly executed, authenticated, issued and delivered and will constitute legal, valid and binding obligations of the Guarantors, 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 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 discretion of the court before which any proceeding therefor may be brought.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Subject to use its commercially reasonable best efforts the provisions of this Article 10, each Guarantor hereby jointly and severally with each other Guarantor irrevocably and unconditionally guarantees (to secure the extent permitted by law) as a primary obligor and not merely as a surety on a senior basis to each Holder, the Trustee, the Collateral Agent and their respective successors and assigns (i) the full and complete releasepunctual payment when due, prior whether at Stated Maturity, by acceleration, by redemption or otherwise, of all Obligations of the Issuer under this Indenture (including obligations to the closing under Trustee) and the Purchase Agreement Securities, whether for payment of principal of, or premium or interest on, the Securities (and continuously thereafter if not released prior any applicable Exit Fee) and all other monetary obligations of the Issuer under this Indenture and the Securities, and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer, whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities, on the terms set forth in this Indenture by becoming a party to this Indenture (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). (b) Each Guarantor further agrees that (to the extent permitted by law) the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such closing)Guarantor, and that each such Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. The Guaranteed Obligations of a Guarantor will be secured by security interests (subject to Permitted Liens) in the Notes Collateral owned by such Guarantor to the extent provided for in the Security Documents and all guarantees as required pursuant to Sections 4.11 and 4.13. (c) Each Guarantor waives presentation to, demand of payment from and protest to the "Magellan Guarantees") by the Sellers or any Issuer of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing default under the Purchase Agreement (and continuously thereafter if Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not released prior to such closing), of any and all obligations (the "Magellan Obligations") be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities, any Security Document, or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities, any Security Document or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the Sellers terms or provisions of this Indenture, the Securities, any Security Document or any other agreement; (iv) the release of their affiliates any security held by any Holder, the Trustee or the Collateral Agent for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.03. (d) Each Guarantor hereby waives any right to which it may be entitled to (i) have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed, (ii) have the assets of the Issuer or any other Guarantor first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder and (iii) require that the Issuer be sued prior to an action being initiated against such Guarantor. (e) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations. (f) Except as expressly set forth in Sections 8.01, 10.02, 10.03 and 10.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the Subsidiaries) under payment in full of the Guaranteed Obligations), including any agreement which was assigned to CBHS claim of waiver, release, surrender, alteration or its subsidiaries pursuant to the Contribution Agreement, dated as of June 16, 1997, by and among Magellan, Crescent Operating and CBHScompromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any remedy under which this Indenture, the Sellers Securities, any Security Document or any other agreement, (ii) any waiver or modification of their affiliates any thereof, (iii) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations or (iv) any other than the Subsidiaries) remain obligors act or indemnitors thing or omission or delay to do any other act or thing that may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (g) Except as expressly set forth in Sections 8.01 and 10.03, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of its Guaranteed Obligations. Except as expressly set forth in Sections 8.01 and 10.03, each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (h) In furtherance of the foregoing and not in limitation of any other right that any Holder, the Trustee or the Collateral Agent has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee in accordance with this Indenture, forthwith pay, or cause to be paid, in cash, to the Holders, the Trustee or the Collateral Agent an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations then due, (ii) accrued and unpaid interest on such Guaranteed Obligations then due (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the Issuer then due to the Holders, the Trustee and the Collateral Agent in respect of the Guaranteed Obligations. (i) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders, the Trustee and the Collateral Agent, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) under any agreement in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the Subsidiaries or their subsidiaries purposes of this Section 10.01. (or under any contract assigned to CBHS pursuant to the Purchase Agreementj) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating Each Guarantor also agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 pay any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines costs and other judgments expenses (at equity or at law) including reasonable and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable documented attorneys' ’ fees and expenses) arising out of incurred by the Trustee, the Collateral Agent or relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained any Holder in this Agreement, Crescent Operating shall have no obligation enforcing any rights under this Section 3.3 unless 10.01. (k) Each Guarantor shall execute and until deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedpurpose of this Indenture.

Guarantees. Crescent Operating acknowledges (a) Section 5.15(a) of the Seller Disclosure Schedule contains a true and correct list of all guarantees, indemnities, surety bonds, bank guarantee, keepwell agreement, consumer financing arrangements, obligations under any Contract (other than Seller LCs) or other similar commitment, understanding, agreement or obligation primarily relating to the Assumed Liabilities or the Business for which Seller or any Retained Dublin Subsidiary is or may be liable as a guarantor or for which Seller or any Retained Dublin Subsidiary is required to provide financial support in any form whatsoever or by reason of performance of guarantees outstanding as of the date hereof, but excluding (x) obligations under Shared Contracts and (y) obligations relating to Indebtedness for borrowed money of Seller and its Subsidiaries that CBHS has agreed are not Assumed Liabilities (the “Seller Guarantees”), the maximum amount guaranteed thereunder and, as of the date set forth on such schedule, the amount of the third party guaranteed indebtedness with respect to use its commercially reasonable best efforts to secure the full and complete release, such Seller Guarantee that is outstanding as of such date (other than any Seller Guarantees that will terminate or expire prior to the closing under Effective Time). After the Purchase Agreement date hereof, Seller shall not enter into any Seller Guarantee without the consent of Buyer (and continuously thereafter if not released to be unreasonably withheld, conditioned or delayed), other than (i) any Seller Guarantees (or renewal or extension thereof) that will terminate or expire prior to such closingthe Effective Time, (ii) new guarantees in connection with any customer financing program (provided that the outstanding Seller Guarantees under customer financing program shall not exceed $10,000,000 in the aggregate at any time), of (iii) any and all guarantees (the "Magellan Guarantees") Seller Guarantees contemplated by the Sellers Pre-Closing Reorganization and (iv) any Seller Guarantees (other than those contemplated by clause (ii) hereof) provided in the ordinary course of business that will remain in effect immediately following the Closing under which the maximum amount guaranteed, together with any Seller Guarantees in existence as of the date hereof that remain outstanding as of the Closing Date, shall not exceed $10,000,000 in the aggregate. Prior to the Closing Date, Seller, Buyer and the Transferred Subsidiaries shall cooperate and shall use their respective commercially reasonable efforts to terminate, or, if the Parties are unable to so terminate, cause Buyer or one of the Transferred Subsidiaries to be substituted in all respects for Seller or the applicable Retained Dublin Subsidiary in respect of, all obligations of Seller or any Retained Dublin Subsidiary under Seller Guarantees on the Closing Date. (b) To the extent any Seller Guarantees remain outstanding after the Closing Date, (i) Seller and Buyer shall continue to cooperate and use their respective commercially reasonable efforts to terminate, or, if the Parties are unable to so terminate, cause Buyer or one of the Transferred Subsidiaries to be substituted in all respects for Seller or any Retained Dublin Subsidiary in respect of, all obligations under Seller Guarantees, (ii) Buyer shall indemnify and hold harmless Seller Indemnified Parties for amounts required to be paid under such Seller Guarantees from and after the Closing, (iii) Buyer shall pay to Seller a fee payable at the end of each calendar quarter, commencing with the first calendar quarter beginning after the first (1st) anniversary of the Closing, based on a rate of 3% per annum on the average outstanding amount of the third party indebtedness guaranteed by Seller during such quarter under any outstanding Seller Guarantees set forth on Section 5.15(b) of the Seller Disclosure Schedule or any additional Seller Guarantees entered into pursuant to the second sentence of Section 5.15(b) and (iv) Buyer shall not permit any of the Transferred Subsidiaries or any of their affiliates Affiliates to (A) renew or extend the term of, (B) increase its obligations under, (C) amend in any manner, except as contemplated pursuant to clause (i) above or otherwise required by this Agreement or (D) transfer to another third party other than Buyer or the Transferred Subsidiaries any loan, Contract or other obligation for which Seller or any Retained Dublin Subsidiary is or would reasonably be expected to be liable under such Seller Guarantee. To the extent that Seller or the Retained Dublin Subsidiaries have performance obligations under any Seller Guarantee, Buyer will use commercially reasonable efforts to (x) perform such obligations on behalf of any indebtedness Seller and the Retained Dublin Subsidiaries or obligations (y) otherwise take such action as reasonably requested by Seller so as to put Seller and the Retained Dublin Subsidiaries in the same position as if Buyer or a Transferred Subsidiary, and not Seller or a Retained Dublin Subsidiary, had performed or were performing such obligations. (c) Section 5.15(c) of CBHS or its affiliates the Seller Disclosure Schedule contains a true and correct list of the Seller LCs outstanding as of the date set forth on such schedule and the amounts thereof, as well as their respective expiration dates (other than CBHSany Seller LCs that will terminate or expire prior to the Effective Time). After the date hereof, Seller shall not issue any Seller LC without the consent of Buyer, other than any Seller LCs (x) that will terminate or expire prior to the Effective Time or (y) that, as of immediately following the Closing, shall not exceed $1,000,000 in the aggregate. Prior to the Closing Date, Seller and Buyer shall cooperate and Buyer and the Transferred Subsidiaries shall use commercially reasonable efforts to replace all letters of credit issued by Seller or the Retained Dublin Subsidiaries on behalf of or in favor of any of the Transferred Subsidiaries or their subsidiaries the Business, including those listed on Section 5.15(c) of the Seller Disclosure Schedule (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing“Seller LCs”), as promptly as practicable with letters of credit from Buyer or one of its Subsidiaries (including the Transferred Subsidiaries) as of the Closing Date. With respect to any and all obligations (Seller LCs that remain outstanding after the "Magellan Obligations") Closing Date, (i) Buyer shall indemnify and hold harmless Seller Indemnified Parties for any drawing under any such letters of credit, (ii) Buyer shall pay to Seller a fee payable at the end of each calendar quarter, commencing with the first calendar quarter beginning after the first (1st) anniversary of the Sellers Closing, based on a rate of 3% per annum on the average outstanding amount during such quarter of any outstanding Seller LCs, and (iii) without the prior written consent of Seller, Buyer and its Subsidiaries (including the Transferred Subsidiaries) shall not, and shall not permit any of the Transferred Subsidiaries or any of their affiliates (Affiliates to, enter into renew or extend the term of, amend so as to increase its obligations under, or transfer to a third party other than the Subsidiaries) under any agreement which was assigned to CBHS Buyer or its subsidiaries pursuant to Subsidiaries (including the Contribution AgreementTransferred Subsidiaries), dated as of June 16any loan, 1997lease, by and among Magellan, Crescent Operating and CBHS, and under Contract or other obligation in connection with which the Sellers Seller or any Retained Dublin Subsidiary has issued any letters of their affiliates (other than the Subsidiaries) credit which remain obligors or indemnitors in any manner and (ii) under any agreement of outstanding. The Parties agree that neither Seller nor any of the Retained Dublin Subsidiaries will have any obligation to renew any letters of credit issued on behalf of any Transferred Subsidiary or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner Business after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the Purchase Agreement) expiration 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 letter 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 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedcredit.

Guarantees. Crescent Operating acknowledges that CBHS has agreed The Guarantors, jointly and severally, as primary obligors and not merely as sureties, hereby irrevocably and unconditionally guarantee to use each Holder and to the Trustee and its commercially reasonable best efforts to secure successors and assigns (a) the full and complete releasepunctual payment when due, prior to whether at Stated Maturity, by acceleration or otherwise, of all obligations of the closing Issuer now or hereafter existing under this Indenture whether for principal of or interest on the Purchase Agreement Securities (and continuously thereafter premium, if not released prior any) and all other monetary obligations of the Issuer under this Indenture and the Securities in respect of the Securities and (b) the full and punctual performance within the applicable grace periods of all other obligations of the Issuer under this Indenture and the Securities (all such obligations guaranteed hereby by the Guarantors being the "Guaranteed Obligations"). The guarantees of the Guarantors under this Article 12 is herein referred to such closing), of as this "Guarantees". The Guarantors agree to pay any and all guarantees fees and expenses (the "Magellan Guarantees"including reasonable attorney's fees and expenses) incurred by the Sellers Trustee or the Holders in enforcing any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any rights under this Article 12 with respect to the Guarantors. Without limiting the generality of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete releaseforegoing, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 these 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 thatguarantee, to the extent any Magellan Guarantee (listed on Schedule 4.11 provided herein, the payment of all amounts which constitute part of the Guaranteed Obligations and would be owed by the Issuer under this Indenture or the Securities but for the fact that they are unenforceable or not allowable due to the Purchase Agreement) existence of any such indebtedness a bankruptcy, reorganization or obligation or any Magellan Obligation (listed on Schedule 4.11 to similar proceeding involving 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 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedIssuer.

Guarantees. Crescent Operating acknowledges (a) At issuance, the Notes shall not be guaranteed. If, after the date of this Supplemental Indenture, (i) the Notes are not secured obligations on a pari passu basis with the obligations under the Company’s then primary credit facility (other than Permitted Liens) by perfected first-priority security interests in the same assets that CBHS constitute Collateral securing the obligations of the Company thereunder and (ii)(a) the Company’s then primary credit facility has agreed the benefit of any guarantee from its Domestic Subsidiaries or (b) the Company or one or more of its Domestic Subsidiaries enters into a guarantee of Senior Indebtedness (including under the Credit Agreement) or one or more of its Domestic Subsidiaries incurs Senior Indebtedness, in each case where the Indebtedness described in clauses (ii)(a) or (ii)(b) in the aggregate, and without duplication in the amount of Indebtedness being calculated, on a consolidated basis outstanding at such time exceeds the Triggering Amount, then the Company shall, within 15 business days, cause each Domestic Subsidiary that is then a guarantor of the Company’s then primary credit facility to use its commercially reasonable best efforts execute and deliver to secure the Trustee a supplemental indenture substantially in the form of Exhibit B hereto pursuant to which such Domestic Subsidiary shall guarantee (such guarantee being referred to as the “Triggering Guarantee”) payment of the Notes on a full and unconditional senior unsecured basis with such limitations as are set forth in the Triggering Guarantee. (a) Each Domestic Subsidiary that is required to deliver a guarantee pursuant to subsection (a) above (each, a “Guarantor”) hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee (i) the full and complete releasepunctual payment when due, prior whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under the Indenture (including obligations to the closing Trustee) and the Notes, whether for payment of principal of, premium, if any, or interest on in respect of the Notes and all other monetary obligations of the Company under the Purchase Agreement (Indenture and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under the Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations” and each such guarantee, a “Guarantee”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from any agreement Guarantor, and that each Guarantor shall remain bound under this Article 6 notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Subsidiaries Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or their subsidiaries the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Indenture, the Notes or any contract assigned other agreement or otherwise; (ii) any extension or renewal of the Indenture, the Notes or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, the Notes or any other agreement; (iv) the failure of any Holder or Trustee to CBHS pursuant exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (v) any change in the ownership of each Guarantor, except as provided in Section 6.02(b) or Section 6.02(c). Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Purchase AgreementGuarantors, such that such Guarantor’s obligations would be less than the full amount claimed. (c) Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and under which the Sellers or waives any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in right to require that any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall resort be automatically amended to include the Unlisted 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 holder or the Trustee to such agreement. Crescent Operating agrees thatany security held for payment of the Guaranteed Obligations. (e) The Guarantee of each Guarantor is, to the extent any Magellan Guarantee (listed on Schedule 4.11 and in the manner set forth in Article 6, equal in right of payment to all existing and future pari passu Indebtedness, senior in right of payment to all existing and future subordinated Indebtedness of the Company and subordinated and subject in right of payment to the Purchase Agreementprior payment in full of the principal of and premium, if any, and interest on all secured Indebtedness of the relevant Guarantor and is made subject to such provisions of the Indenture. (f) Except as expressly set forth in Article 12 of the Base indenture and 6.02 and 6.06 of this Supplemental Indenture, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any such indebtedness holder or obligation the Trustee to assert any claim or demand or to enforce any remedy under the Indenture, the Notes or any Magellan other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (g) Each Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (listed h) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on Schedule 4.11 any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Purchase AgreementHolders or the Trustee an amount equal to the sum of (i) is the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not fully prohibited by applicable law) and completely released on or before (iii) all other monetary obligations of the closing under Company to Holders and the Purchase Agreement, Crescent Operating will indemnify and hold harmless the Sellers and their respective affiliates and their successors and assigns from, against and Trustee. (i) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purposes of this Section 6.01. (j) Each Guarantor also agrees to pay any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines costs and other judgments expenses (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and including reasonable attorneys' ’ fees and expenses) arising out of incurred by the Trustee or relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained any holder in this Agreement, Crescent Operating shall have no obligation enforcing any rights under this Section 3.3 unless 6.01. (k) Upon request of the Trustee, each Guarantor shall execute and until deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the conditions set forth in purpose of the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated Indenture. (l) The foregoing is subject to any limitations required by the Purchase Agreement shall have been consummatedapplicable law.

Guarantees. Crescent Operating acknowledges that CBHS has agreed to use its commercially reasonable best efforts to secure 14.1 Each of the full Guarantors hereby irrevocably and complete release, prior unconditionally guarantees to the closing Purchaser the due and punctual performance of the Vendor of her obligations under this Agreement and undertakes to indemnify and keep effectively indemnified the Purchase Purchaser (if necessary by payment of cash on first demand) against all liabilities, losses, damages, costs and expenses stipulated under this Agreement or otherwise which the Purchaser may suffer or incur in connection with any default or delay on the part of the Vendor in the performance or any such obligations. 14.2 The obligations and liabilities of the Guarantors shall be continuing obligations and shall not be satisfied, discharged or affected by an intermediate payment or any change in the constitution or control of, or the insolvency of or any bankruptcy, winding up or analogous proceedings relating to any of the parties to this Agreement. 14.3 The liability of each of the Guarantors hereunder shall be unaffected by any arrangement which the Purchaser may make with the Vendor or with any other person which (but for this provision) might operate to diminish or discharge the liability of or otherwise provide a defence to a surety. Without prejudice to the generality of the foregoing, the Purchaser is to be at liberty at any time and continuously thereafter if without reference to the Guarantors to give time for payment or grant any other indulgence and to give up, deal with, vary, exchange or abstain from perfecting or enforcing any other securities or guarantees held by the Guarantors at any time and to discharge any party thereto and to realise such securities or guarantees, as the Purchaser thinks fit and to compound with, accept compositions from and make any other arrangements with the Vendor without affecting the liability of the Guarantors hereunder. 14.4 As a separate and independent stipulation, it is hereby agreed by each of the Guarantors that any obligation and undertaking by each of the Guarantors under this Clause 14 which may not released prior to such closing)be enforceable against the Guarantors on the footing of a guarantee, whether by reason of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates legal limitation (other than CBHS) any limitation imposed by this Agreement), disability or incapacity on or of the Vendor or any other fact or circumstance whether or not known to the Purchaser shall nevertheless be enforceable against any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant Guarantors as the sole and principal obligor in respect thereof. 14.5 Without prejudice to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted Obligation, which shall be treated as if it had appeared on such Schedule 4.11 at the time of execution provisions of this Agreement. Should Crescent Operating object , the obligations and undertakings expressed to be assumed by or imposed on the Guarantors under this Agreement shall remain in force so long as the Vendor shall have any liability or obligation to the addition Purchaser under this Agreement and until all such liabilities and obligations have been discharged in full. 14.6 Each of an Unlisted Obligationthe Guarantors hereby waives any right to require a proceeding first against the Vendor or any other person. 14.7 Each of every obligation, Magellan may terminate any such Unlisted Obligation (covenant, representation, warranty and undertaking of the Guarantors provided herein shall be the joint and several obligations, covenants, representations, warranties and undertakings of each of the Guarantors and the related underlying obligationsPurchaser shall be at liberty to release, if any); provided that such termination is permitted under the applicable contractual agreement; provided, further, that CBHS compound with or its affiliates shall otherwise vary or agree to such termination if permitted under such agreement vary the liability of, or permitted by to grant time or other indulgence, or make other arrangements with any third party to such agreement. Crescent Operating agrees that, one of the Guarantors without the consent of or notice to the extent any Magellan Guarantee (listed on Schedule 4.11 to others and without prejudicing, affecting the Purchase Agreement) right, remedy and power 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 fromPurchaser, against and in 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 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedothers.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees to use its commercially reasonable best efforts to secure the full Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete releasepayment and performance by the Borrower as and when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) This Guarantee shall remain in full force and effect until the Obligations are paid in full, no Letter of Credit shall be outstanding (unless such Letter of Credit is cash collateralized in accordance with Section 2.05(c) of the Credit Agreement) and the Commitments are terminated, notwithstanding that from time to time prior thereto the Borrower may be free from any Obligations. (c) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the closing 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 other Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the Purchase Agreement 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. (and continuously thereafter if not released prior to such closing)e) No payment or payments made by the Borrower, either of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, either of the Guarantors, any other guarantor or any other Person by virtue of any and all guarantees (the "Magellan Guarantees") by the Sellers action or proceeding or any setoff or appropriation or payment of their affiliates the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any indebtedness Guarantor hereunder who shall, notwithstanding any such payment or obligations of CBHS or its affiliates payments (other than CBHS) or any payments made by such Guarantor in respect of the Subsidiaries Obligations or their subsidiaries (payments received or under any contract assigned to CBHS pursuant collected from such Guarantor in respect of the Obligations), remain liable for the Obligations, up to the Purchase maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding (unless such Letter of Credit is cash collateralized in accordance with Section 2.05(c) of the Credit Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Commitments 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 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 the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedterminated.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Subject to use Section 6 hereof, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees (each, a “Guarantee”), on a joint and several basis, to each Holder of 2023 Notes (including each Holder of 2023 Notes issued under the Indenture after the date of this Amendment No. 2) and to the Trustee and its commercially reasonable best efforts to secure successors and assigns on a senior basis, irrespective of the validity and enforceability of the Indenture, the 2023 Notes or the obligations of the Company hereunder or thereunder (i) the full and complete release, prior punctual payment of all monetary obligations of the Company under the Indenture (including obligations to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees"Trustee) by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under any agreement the Indenture. Each Guarantor further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence of any action to enforce the same, the recovery of any judgment against the Company (except to the extent such judgment is paid) or any waiver or amendment of the Subsidiaries provisions of the Indenture or their subsidiaries (or under any contract assigned to CBHS pursuant the 2023 Notes to the Purchase Agreement) and under which the Sellers extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defence of their affiliates such Guarantor (other than except that such waiver or amendment shall be effective in accordance with its terms). (b) Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the SubsidiariesGuarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor further agrees that its Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 Subject to the 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 this Section 2 and Magellan Obligations. To the extent, after the date Section 5 and 6 hereof, the Sellers discover there Guarantors hereby agree that their obligations hereunder are other Magellan Guarantees unconditional, irrespective of the validity, regularity or Magellan Obligations not identified on Schedule 4.11 to enforceability of the Purchase Agreement ("Unlisted Obligations")2023 Notes or the Indenture, the Sellers may request Crescent Operating absence of any action to add enforce the same, any such Unlisted Obligation waiver or consent by any Holder of the 2023 Notes with respect to such Schedule 4.11any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. If Crescent Operating agrees Without limiting the generality of the foregoing, each Guarantor’s liability under this Guarantee shall extend to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include all obligations under the Unlisted 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 (2023 Notes 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred Indenture (including, without limitation, amounts paid in settlementinterest, fees, costs of investigation and reasonable attorneys' fees and expenses) arising out that would be owed but for the fact that they are unenforceable or not allowable due to any proceeding under bankruptcy law involving the Company or any Guarantor. Each Guarantor further agrees to waive presentment to, demand of or relating payment from and protest to the Magellan Guarantees Company of its Guarantee, and Magellan Obligationsalso waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for non-payment, the filing of claims with a court in the event of merger or bankruptcy of the Company and any right to require a proceeding first against the Company or any other Person. Notwithstanding anything The obligations of a Guarantor shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under the Indenture or the 2023 Notes of any series. Subject to Section 5 hereof, each Guarantor covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the 2023 Notes and the Indenture. (d) The obligation of a Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Guarantor to make such payment. If any Holder of any 2023 Notes or the Trustee is required by any court or otherwise to return to the Company or any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or any such Guarantor any amount paid by any of them to the Trustee or such Holder, any applicable Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of 2023 Notes in enforcing any of their respective rights under its Guarantee. (f) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders of the 2023 Notes in respect of any obligations guaranteed hereby until payment and performance in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders of the 2023 Notes and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII of the Third Supplemental Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII of the Third Supplemental Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders of the 2023 Notes under the Guarantee. (g) Any term or provision of this Amendment No. 2 to the contrary contained notwithstanding, the maximum aggregate amount of a Guarantor’s Guarantee shall not exceed the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in this Agreement, Crescent Operating shall have no obligation respect of the obligations of such other Guarantor under this Section 3.3 unless and until the conditions set forth 2, result in the Purchase Agreement shall have been fulfilled obligations of such Guarantor under its Guarantee not constituting either a fraudulent transfer or waivedconveyance or voidable preference, and all transactions contemplated by financial assistance or improper corporate benefit, or violating the Purchase Agreement shall have been consummatedcorporate purpose of the relevant Guarantor or any applicable capital maintenance or similar laws or regulations affecting the rights of creditors generally under any applicable law or regulation.

Guarantees. Crescent Operating acknowledges that CBHS has agreed Each Subsidiary Guarantor of a series of Securities hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior basis to use each Holder of such series and to the Trustee and its commercially reasonable best efforts to secure successors and assigns (a) the full and complete releasepunctual payment of principal of and interest on the Securities of such series when due, prior whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture with respect to the closing Securities of such series and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture with respect to the Securities of such series (all the foregoing, with respect to a series of Securities, being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor of a series of Securities further agrees that the Guaranteed Obligations with respect to such series may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Obligation with respect to such series. Each Subsidiary Guarantor of a series of Securities waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations with respect to such series and also waives notice of protest for nonpayment. Each Subsidiary Guarantor of a series of Securities waives notice of any default under the Purchase Agreement Securities of such series or the Guaranteed Obligations of such series. The obligations of each Subsidiary Guarantor hereunder of a series of Securities shall not be affected by (and continuously thereafter if not released prior to such closing), 1) the failure of any and all guarantees Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor of such series) under this Indenture with respect to the "Magellan Guarantees"Securities of such series or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture with respect to the Securities of such series or any other agreement; (4) the release of any security held by any Holder of such series or the Sellers Trustee for the Guaranteed Obligations of such series or any of their affiliates them; (5) the failure of any indebtedness Holder of such series or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations of such series; or (6) except as set forth in Section 11.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor of a series of Securities further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder of such series or the Trustee for such series to any Security held for payment of the Guaranteed Obligations of such series. Except as expressly set forth in Sections 8.02, 11.02 and 11.06, the obligations of CBHS each Subsidiary Guarantor of a series of Securities hereunder shall not be subject to any reduction, limitation, impairment or its affiliates (other than CBHS) termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations of such series or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor of a series of Securities herein shall not be discharged or impaired or otherwise affected by the failure of any Holder of such series or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture with respect to the Securities of such series or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Subsidiaries obligations, or their subsidiaries (by any other act or under thing or omission or delay to do any contract assigned other act or thing which may or might in any manner or to CBHS pursuant any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor of a series of Securities further agrees that its Subsidiary Guarantee with respect to such series herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation with respect to such series is rescinded or must otherwise be restored by any Holder of such series or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder of a series of Securities or the Trustee has at law or in equity against any Subsidiary Guarantor of such series by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation with respect to such series when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation with respect to such series, each Subsidiary Guarantor of such series hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Purchase AgreementHolders of such series or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and to secure full and complete release, prior (C) all other monetary Guaranteed Obligations of the Company to the closing under Holders of such series and the Purchase Agreement (Trustee. Each Subsidiary Guarantor of a series of Securities agrees that, as between it, on the one hand, and continuously thereafter if not released prior to the Holders of such closing)series and the Trustee, of any and all obligations (on the "Magellan Obligations") other hand, (i) the maturity of the Sellers Guaranteed Obligations with respect to such series hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guarantee with respect to such series herein, notwithstanding any stay, injunction or any other prohibition preventing such acceleration in respect of their affiliates (other than the Subsidiaries) under any agreement which was assigned Guaranteed Obligations with respect to CBHS or its subsidiaries pursuant to the Contribution Agreementsuch series guaranteed hereby, 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any purposes of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreementthis Section 11.01. Set forth on Schedule 4.11 to the Purchase Agreement, to the knowledge, after reasonable inquiry, Each Subsidiary Guarantor of those persons specified on Schedule 2.04(b) to the Purchase Agreement, is a list series 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 Schedule 4.11. If Crescent Operating Securities also agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 pay any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines costs and other judgments expenses (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and including reasonable attorneys' fees and expenses’ fees) arising out of incurred by the Trustee or relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained any Holder in this Agreement, Crescent Operating shall have no obligation enforcing any rights under this Section 3.3 unless and until the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummated11.01.

Guarantees. Crescent Operating acknowledges that CBHS has agreed to use its commercially reasonable best efforts to secure the full and complete release, prior Subject to the closing under provisions of this Article X, each Guarantor hereby, jointly and severally, as a primary obligor and not merely as a surety, unconditionally and irrevocably, Guarantees to each Holder and the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") (i) of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 hereofTrustee, the Sellers discover there are other Magellan Guarantees or Magellan Securities 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 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 the prompt and complete payment and performance by the Issuer and each other Guarantor when due (whether at the stated maturity, by acceleration, by redemption or otherwise) of the principal of, premium, if any, and interest, if any, on the Securities and all other obligations and liabilities of the Issuer under this Indenture (including without limitation interest accruing after the filing of any petition in settlementbankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the obligations under Section 7.07) (all the foregoing being hereinafter collectively called the “Guarantor Obligations”). Each Guarantor agrees that the Guarantor Obligations shall rank equally in right of payment with other senior secured Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guarantor Obligations. Each Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any Guarantor Obligation. Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guarantor Obligations and also waives notice of protest for non-payment. Each Guarantor waives notice of any default under the Securities or the Guarantor Obligations. Each Guarantor further agrees that its Guarantee herein constitutes an absolute, irrevocable and unconditional Guarantee of payment (and is 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. Except as set forth in Section 10.02, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other person under, this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal granted; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guarantor Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuer; (g) any default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Subject to the provisions of Section 4.10, each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Guarantor is released from its Guarantee in compliance with Section 10.03 hereof. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Issuer or any other Guarantor or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Issuer or any other Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law). Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. Each Guarantor also agrees to pay any and all costs of investigation and expenses (including reasonable attorneys' counsel fees and expenses) arising out of incurred by the Trustee or relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained Holders in this Agreement, Crescent Operating shall have no obligation enforcing any rights under this Section 3.3 unless Section. Each of the Guarantors hereby agrees that its Guarantee of the Securities shall remain in full force and until effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or a Guarantee no longer holds that office at the conditions time the Trustee authenticates the Security on which such Guarantee is endorsed or at any time thereafter, such Guarantor’s Guarantee of such Security shall nevertheless be valid, The delivery of any Security by the Trustee, after the authentication thereof hereunder shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of each Guarantor. Each Guarantor (a) assumes all responsibility for being and keeping itself informed of the Purchase Agreement shall have been fulfilled or waivedfinancial condition and assets of any other Guarantor, and of all transactions contemplated by other circumstances bearing upon the Purchase Agreement shall risk of nonpayment of the Guarantor Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and (b) agrees that the Trustee will not have been consummatedany duty to advise such Guarantor of information known to it or any of the regarding such circumstances or risks.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety on a senior basis, to use its commercially reasonable best efforts to secure the full each Holder and complete release, prior to the closing under Trustee (or any Paying Agent, Registrar, authenticating agent and transfer agent acting on the Purchase Agreement (and continuously thereafter if not released prior to such closingTrustee’s behalf), and the Trustee’s successor and assigns (or the successor and assign of any Paying Agent, Registrar, authenticating agent and all guarantees (transfer agent acting on the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete release, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations"Trustee’s behalf) (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Sellers Issuer under this Indenture (including obligations to the Trustee (or any Paying Agent, Registrar, authenticating agent and transfer agent acting on the Trustee’s behalf) and the Notes, whether for payment of their affiliates (principal of, premium, if any, or interest on in respect of the Notes and all other than monetary obligations of the Subsidiaries) Issuer under any agreement which was assigned to CBHS or its subsidiaries pursuant to this Indenture and the 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 Subsidiaries) remain obligors or indemnitors in any manner Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 10 notwithstanding any agreement extension or renewal of any Guaranteed Obligation. The Guaranteed Obligations shall be subordinated on the same basis as the Notes as set forth in Section 12.04. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Subsidiaries Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or their subsidiaries the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes, any contract assigned Transaction Document, or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes, any Transaction Document or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes, any Transaction Document or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or Trustee to CBHS pursuant exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.02(b). (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Purchase AgreementGuarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer or any other Guarantor first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Section 8.01(b), Section 10.02 and Section 10.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under which this Indenture, the Sellers Notes, any Transaction Document or any other agreement, by any waiver or modification of their affiliates (any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other than the Subsidiaries) will remain obligors act or indemnitors thing or omission or delay to do any other act or thing which may or might in any manner after or to any extent vary the closing under risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (f) Each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Purchase AgreementGuaranteed Obligations. Set forth Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on Schedule 4.11 any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the Purchase Agreementprincipal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the knowledge, after reasonable inquiry, of those persons specified on Schedule 2.04(b) Holders or the Trustee an amount equal to the Purchase Agreementsum of (i) the unpaid principal amount of such Guaranteed Obligations, is a list of all Magellan Guarantees (ii) accrued 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted Obligation, which shall be treated as if it had appeared unpaid interest 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 Guaranteed Obligations (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, but only to the extent any Magellan Guarantee not prohibited by applicable law) and (listed on Schedule 4.11 iii) all other monetary obligations of the Issuer to the Purchase AgreementHolders and the Trustee. (h) Each Guarantor agrees that it shall not be entitled to any right of any such indebtedness or obligation or any Magellan Obligation (listed on Schedule 4.11 subrogation in relation 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 Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01. (i) Each Guarantor also agrees to pay any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines costs and other judgments expenses (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and including reasonable attorneys' ’ fees and expenses) arising out of incurred by the Trustee or relating to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to the contrary contained any Holder in this Agreement, Crescent Operating shall have no obligation enforcing any rights under this Section 3.3 unless 10.01. (j) Upon request of the Trustee, each Guarantor shall execute and until deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the conditions set forth in the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummatedpurpose of this Indenture.

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Subject to use its commercially reasonable best efforts SECTION 10.2, each of the Guarantors jointly and severally unconditionally guarantees to secure each Holder, irrespective of the full validity and complete releaseenforceability of the other provisions of this Agreement, prior to or of the closing under Financing Documents, the Purchase Agreement (Asset Bridge Notes and continuously thereafter if not released prior to such closing), of any and all guarantees (the "Magellan Guarantees") by the Sellers or any of their affiliates of any indebtedness or obligations of CBHS Intermediate Holdings hereunder or its affiliates (other than CBHS) or any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and to secure full and complete releasethereunder, prior to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), of any and all obligations (the "Magellan Obligations") that: (i) of the Sellers principal of, premium, if any, and interest, if any, on the Asset Bridge Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or any of their affiliates otherwise, and (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the Contribution extent permitted by law) interest on the overdue principal of, premium, if any, and interest, if any, on the Asset Bridge Notes (including all reasonable costs of collection and enforcement thereof and interest thereon which would be owing by Intermediate Holdings but for the effect of any bankruptcy law, if any), and all other obligations of Intermediate Holdings to the Holders under this Agreement, dated as the Financing Documents and the Asset Bridge Notes shall be promptly paid in full when due or performed, all in accordance with the terms of June 16this Agreement, 1997, by the Financing Documents and among Magellan, Crescent Operating and CBHS, and under which the Sellers or any of their affiliates (other than the Subsidiaries) remain obligors or indemnitors in any manner Asset Bridge Notes; and (ii) under in case of any agreement extension of time of payment or renewal of any Asset Bridge Notes, or the issuance of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) and under which the Sellers or any of their affiliates (such other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreementobligations, 7.1. Set forth on Schedule 4.11 to the Purchase Agreement, to the knowledge, after reasonable inquiry, of those persons specified on Schedule 2.04(b) to the Purchase Agreement, Each Guarantor agrees that this is a list continuing guarantee of all Magellan Guarantees payment and Magellan Obligations. To the extentnot merely a guarantee of collection. (b) The Guarantors hereby agree that, after the date hereofsubject to SECTION 10.2, 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 their obligations hereunder shall be automatically amended to include unconditional and absolute and, without limiting the Unlisted Obligationgenerality of the foregoing, which shall not 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 Obligationreleased, Magellan may terminate discharged or otherwise affected by: (i) any such Unlisted Obligation (and the related underlying obligationsextension, if any); provided that such termination is permitted under the applicable contractual agreement; providedrenewal, furthersettlement, that CBHS compromise, waiver 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 any Magellan Guarantee (listed on Schedule 4.11 to the 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 release in respect of any and all claimsobligation of Intermediate Holdings under this Agreement, liabilitiesthe Financing Documents or the Asset Bridge Notes, obligations, losses, costs, expenses, penalties, fines and other judgments by operation of law or otherwise; (at equity ii) any modification 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 amendment of or relating supplement to any other provisions of this Agreement, or to the Magellan Guarantees and Magellan Obligations. Notwithstanding anything to Financing Documents or the contrary Asset Bridge Notes with the consent of the Guarantors, which consent shall not be unreasonably withheld; (iii) any release, non-perfection or invalidity of any direct or indirect security for, or any other guarantee of, any of the obligations guaranteed by this ARTICLE X; (iv) any change in the corporate existence, structure or ownership of Intermediate Holdings, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Intermediate Holdings or its assets or any resulting release or discharge of any obligation of Intermediate Holdings contained in this Agreement, Crescent Operating shall have no obligation under this Section 3.3 unless and until the conditions set forth in Financing Documents or the Purchase Agreement shall have been fulfilled or waived, and all transactions contemplated by the Purchase Agreement shall have been consummated.Asset Bridge Notes;

Guarantees. Crescent Operating acknowledges that CBHS has agreed (a) Each Guarantor hereby jointly and severally unconditionally guarantees, as a primary obligor and not merely as a surety, to use its commercially reasonable best efforts to secure the Holder the full and complete releasepunctual payment when due, prior whether at the Maturity Date, by acceleration, by prepayment or otherwise, of all obligations of the Borrower under this Note, whether for payment of principal or interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) in respect of the Note and all other monetary obligations of the Borrower under this Note, whether for fees, expenses, indemnification or otherwise (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, pursuant to the closing terms of Section 6, without notice to or further assent from each such Guarantor, and that each such Guarantor shall remain bound under the Purchase Agreement (and continuously thereafter if not released prior to such closing), this Section 8 notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation to, demand of payment from and all guarantees protest to the Borrower of any of the Guaranteed Obligations and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Each Guarantor waives notice of any default under this Note. The obligations of each Guarantor hereunder shall not be affected by (i) the "Magellan Guarantees"failure of the Holder to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Person (as defined below) under this Note or any other agreement or otherwise; (ii) any extension of the repayment terms of the Guaranteed Obligations; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Note or any other agreement; (iv) the failure to perfect any security interest in, or the release of, any security held by the Sellers Holder for the Guaranteed Obligations or any of their affiliates them; or (v) the failure of the Holder to exercise any indebtedness right or remedy against any other Guarantor. In the event that there is a Change in Control with respect to any Guarantor, all obligations of CBHS such Guarantor hereunder shall be relieved in full and such Guarantor shall cease to be subject to any obligation hereunder or to be deemed a "Guarantor" upon the effectiveness of such Change in Control. (c) Each Guarantor hereby waives any right to which it may be entitled to have its affiliates obligations hereunder divided among the Guarantors, such that such Guarantor's obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Borrower first be used and depleted as payment of the Borrower's or such Guarantor's obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Borrower be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its 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 the Holder to any security held for payment of the Guaranteed Obligations. (e) The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than CBHS) payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise of any Guaranteed Obligation, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of the Holder to assert any claim or demand or to enforce any remedy under this Note or any other agreement, by any waiver or modification of any provision thereof by any default, failure or delay, willful or otherwise, in the performance of the Subsidiaries Guaranteed Obligations, or their subsidiaries by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (f) Each Guarantor agrees that its guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its guarantee herein shall continue to be effective or under be reinstated, as the case may be, if at any contract assigned time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by the Holder upon the bankruptcy or reorganization of the Borrower or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which the Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower to CBHS pursuant pay the Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by prepayment or otherwise, each Guarantor hereby promises to and shall, upon receipt of written demand by the Holder, forthwith pay, or cause to be paid, in cash, to the Purchase Agreement) and to secure full and complete release, prior Holder an amount equal to the closing under the Purchase Agreement (and continuously thereafter if not released prior to such closing), sum of any and all obligations (the "Magellan Obligations") (i) the unpaid amount of the Sellers or any of their affiliates (other than the Subsidiaries) under any agreement which was assigned to CBHS or its subsidiaries pursuant to the 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 Subsidiaries) remain obligors or indemnitors in any manner such Guaranteed Obligations and (ii) under any agreement of any of the Subsidiaries or their subsidiaries (or under any contract assigned to CBHS pursuant to the Purchase Agreement) accrued and under which the Sellers or any of their affiliates (other than the Subsidiaries) will remain obligors or indemnitors in any manner after the closing under the Purchase Agreement. Set forth on Schedule 4.11 to the 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 Schedule 4.11. If Crescent Operating agrees to add an Unlisted Obligation, such Schedule 4.11 shall be automatically amended to include the Unlisted Obligation, which shall be treated as if it had appeared unpaid interest 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 Guaranteed Obligations then due and owing (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, but only to the extent not prohibited by law). (h) Each Guarantor agrees that it shall not be entitled to any Magellan Guarantee (listed on Schedule 4.11 right of subrogation in relation to the 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 Holder in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it and the Holder, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Section 9 for the purposes of any guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 10, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 8. (i) Each Guarantor also agrees to pay any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines costs and other judgments expenses (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and including reasonable attorneys' fees and expenses) arising incurred by the Holder in enforcing any rights under this Section 8. (j) The Borrower shall cause each Subsidiary that (i) has not executed and delivered this Note "as Guarantor" and (ii) is or becomes a Principal Borrower Subsidiary to execute and deliver such instruments and do such acts as may be necessary for such Principal Borrower Subsidiary to become a Guarantor under this Section 8, including without limitation Bookham Technology plc. (k) Upon request of the Holder, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Note. (l) In the case of any payments made by a Guarantor pursuant to this Section 8, the following shall apply: (i) All such payments shall be made to the Holder without withholding or deduction for, or on account of, Taxes (other than those withholdings or deductions to which payments by the Borrower are subject). In the event any withholding or deduction for Taxes is required by law or by the interpretation or administration thereof by the relevant governmental authority, such Guarantor shall pay such additional amounts as may be necessary in order that the net amounts received by the Holder after such withholding or deduction may not be less than the net amount that would have been received by the Holder from the Borrower. (ii) If the Holder is entitled to claim an exemption from, or a reduction of, any withholding or deduction for or on account of Taxes under any applicable law or treaty, the Holder hereby covenants and agrees that it will take all reasonably necessary steps to secure the benefit of such exemption or reduction. Further, if the Holder is entitled to claim a refund of any withholding or deduction of or relating on account of Taxes under any applicable law or treaty, the Holder hereby covenants and agrees that it will take all reasonably necessary steps to secure such refund, and (to the Magellan Guarantees extent that such Guarantor has made a payment of an additional amount pursuant to this Section 8(l)) account for such refund to such Guarantor. (iii) If (and Magellan Obligations. Notwithstanding anything for so long as) the Holder fails to satisfy its obligations under clause (ii) of this Section 8(l), such Guarantor shall not be required to make any payments under this Section 8 to the contrary contained in extent that such payments could have been avoided if the Holder had complied with its obligations under clause (ii) of this AgreementSection 8(l). For example (and solely for purposes of illustration), Crescent Operating if payments by such Guarantor are subject to a withholding tax of 15%, but under the applicable tax treaty the Holder is entitled to claim a reduction of withholding tax from 15% to 10%, then, if the Holder fails to comply with its obligations under clause (ii) of this Section 8(l), such Guarantor shall be obligated to make payments under clause (i) of this Section 8(l) on the reduced 10% withholding tax and shall have no obligation under clause (i) of this Section 3.3 unless and until 8(l) with respect to the conditions set forth in the Purchase Agreement shall 5% withholding tax that could have been fulfilled or waived, and all transactions contemplated by avoided if the Purchase Agreement shall have been consummatedHolder had complied with its obligations under clause (ii) of this Section 8(l).