Common use of Guarantees Clause in Contracts

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantor, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally guarantee, to 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 successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. (a) Each of the Guarantors 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 or any other Guarantor (except to the extent such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive presentment to, demand of payment from and protest to the Company or any other Person, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security 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 Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms Holdings and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantoreach Guarantor hereby unconditionally and irrevocably guarantees, as primary obligor jointly and not merely as surety, will fully, irrevocably and unconditionally guaranteeseverally, to 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 successors and assigns (ia) the full and punctual payment of principal of of, and interest on on, the Securities Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities Notes and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor further agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each 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. Holdings and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) Each of the Guarantors further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence failure of any action Holder or the Trustee to assert any claim or demand or to enforce the same, the recovery of any judgment right or remedy against the Company or any other Guarantor (except to Person under this Indenture, the extent such judgment is paid) Notes or any waiver 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 Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Securities to Trustee for the extent that any such action Guaranteed Obligations or any similar action would otherwise constitute a legal of them; (e) the failure of any Holder or equitable discharge the Trustee to exercise any right or defense of a remedy against any other guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor further agrees that each its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not merely a guarantee of collection. (c) Each 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 Guarantors Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and 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 Holdings and 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 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 such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Guarantor further agrees that its Guarantee herein shall continue to waive presentment tobe effective or be reinstated, demand as the case may be, if, at any time, payment, or any part thereof, of payment from and protest to 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. In furtherance of the foregoing, and not in limitation of any other Personright which any Holder or the Trustee has at law or in equity against Holdings or any 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, Holdings and 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 Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and also waives diligencethe Holders and the Trustee, notice on the other hand, (x) the maturity of acceptance the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of its GuaranteeHoldings’ or such Guarantor’s Guarantee herein, presentmentnotwithstanding any stay, demand for paymentinjunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, notice of protest for nonpayment, the filing of claims with a court and (y) in the event of merger any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or bankruptcy of the Company or any other Person not due and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors payable) shall not be affected forthwith become due and payable by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security 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 Guarantor, any amount paid by any of them to the Trustee Holdings or such Holder, Guarantor for the Guarantee purposes of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force this Section. Holdings and effect. (e) Each each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Section. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms Holdings and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantoreach Guarantor hereby unconditionally and irrevocably guarantees, as primary obligor jointly and not merely as surety, will fully, irrevocably and unconditionally guaranteeseverally, to 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 successors and assigns (ia) the full and punctual payment of principal of of, and interest on on, the Securities Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities Notes and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor further agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each 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. Holdings and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) Each of the Guarantors further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence failure of any action Holder or the Trustee to assert any claim or demand or to enforce the same, the recovery of any judgment right or remedy against the Company or any other Guarantor (except to Person under this Indenture, the extent such judgment is paid) Notes or any waiver 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 Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Securities to Trustee for the extent that any such action Guaranteed Obligations or any similar action would otherwise constitute a legal of them; (e) the failure of any Holder or equitable discharge the Trustee to exercise any right or defense of a remedy against any other guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors Obligations; or (f) except as set forth in Section 10.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor further agrees that each its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not merely a guarantee of collection. (c) Each 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 Guarantors Guaranteed Obligations. Except as expressly set forth in Sections 10.02 and 10.07 hereof, the obligations of Holdings and 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 Holdings and 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 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 such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Guarantor further agrees that its Guarantee herein shall continue to waive presentment tobe effective or be reinstated, demand as the case may be, if, at any time, payment, or any part thereof, of payment from and protest to 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. In furtherance of the foregoing, and not in limitation of any other Personright which any Holder or the Trustee has at law or in equity against Holdings or any 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, Holdings and 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 Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations. Holdings and each Guarantor further agrees that, as between it, on the one hand, and also waives diligencethe Holders and the Trustee, notice on the other hand, (x) the maturity of acceptance the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of its GuaranteeHoldings’ or such Guarantor’s Guarantee herein, presentmentnotwithstanding any stay, demand for paymentinjunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, notice of protest for nonpayment, the filing of claims with a court and (y) in the event of merger any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or bankruptcy of the Company or any other Person not due and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors payable) shall not be affected forthwith become due and payable by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security 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 Guarantor, any amount paid by any of them to the Trustee Holdings or such Holder, Guarantor for the Guarantee purposes of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force this Section. Holdings and effect. (e) Each each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Section. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms Each Guarantor hereby unconditionally and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorirrevocably guarantees, as primary obligor jointly and not merely as surety, will fully, irrevocably and unconditionally guaranteeseverally, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) and to Holder, the Trustee and the Collateral Agent and its successors and assigns (ia) the full and punctual payment of principal of and interest and premium on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and Indenture, the Securities and the other Note Documents and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture Indenture, the Securities and the Securities. other Note Documents (a) all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each of the Guarantors Guarantor further agrees that its the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be unconditional irrespective of affected by (1) the absence or existence failure of any action Holder or the Trustee or the Collateral Agent to assert any claim or demand or to enforce the same, the recovery of any judgment right or remedy against the Company or any other Guarantor Person (except to including any Guarantor) under any of the extent such judgment is paid) Note Documents or any waiver other agreement or otherwise; (2) any extension or renewal of any Note Document; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture the Note Documents or any other agreement; (4) the release of any security held by any Holder, the Trustee or the Securities to Collateral Agent for the extent that any such action Guaranteed Obligations or any similar action would otherwise constitute a legal of them; (5) the failure of any Holder, or equitable discharge the Trustee and Collateral Agent to exercise any right or defense of a remedy against any other guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors Guaranteed Obligations; or (6) except, as set forth in Section 10.05, any change in the ownership of such Guarantor. Each Guarantor further agrees that each its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not merely a guarantee of collection. (c) Each 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 Guarantors Guaranteed Obligations. Except as expressly set forth in Sections 8.01, 10.02 or 10.05, 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 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 or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor further agrees that its Guarantee herein shall continue to waive presentment tobe effective or be reinstated, demand as the case may be, if at any time payment, or any part thereof, of payment from principal of or interest and protest to premium on any Obligation is rescinded or must otherwise be restored by any Holder 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 Personright 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 and premium on any Notes 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 Notes 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 Holders, the Trustee or the Collateral Agent, as applicable, 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 Company to the Holders, the Trustee or the Collateral Agent. Each Guarantor further agrees that, as between it, on the one hand, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpaymentthe Holders, the filing Trustee and the Collateral Agent, on the other hand, (i) the maturity of claims with a court the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of such Guarantor’s Note 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 merger or bankruptcy any declaration of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security 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 Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee acceleration of such GuarantorGuaranteed Obligations as provided in Article 6, to such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the extent theretofore discharged, shall be reinstated in full force and effect. (e) purposes of this Section. Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred Incurred by the Trustee Trustee, the Collateral Agent or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Section. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms Each Subsidiary Guarantor hereby unconditionally and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorirrevocably guarantees, as primary obligor jointly and not merely as surety, will fully, irrevocably and unconditionally guaranteeseverally, to 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 successors and assigns (ia) the full and punctual payment of principal of and interest on the Securities Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this the Indenture (including obligations to the Trustee) and the Securities Notes and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company under this the Indenture and the Securities. Notes (a) all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each of the Guarantors Subsidiary Guarantor further agrees that its 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 8 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be unconditional irrespective of affected by (1) the absence or existence failure of any action Holder or the Trustee to assert any claim or demand or to enforce the same, the recovery of any judgment right or remedy against the Company or any other Guarantor Person (except to including any Subsidiary Guarantor) under the extent such judgment is paid) Indenture, the Notes or any waiver 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 the Indenture, the Notes or any other agreement; (4) the release of any security held by any Holder or the Securities to Trustee for the extent that any such action Guaranteed Obligations or any similar action would otherwise constitute a legal of them; (5) the failure of any Holder or equitable discharge the Trustee to exercise any right or defense of a remedy against any other guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors Guaranteed Obligations; or (6) except as set forth in Section 8.06 hereof, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that each its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not merely a guarantee of collection. (c) Each 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 Guarantors Guaranteed Obligations. Except as expressly set forth in Section 6.04, Section 8.02 and Section 8.06 hereof, 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 Holder or the Trustee to assert any claim or demand or to enforce any remedy under the 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 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 Guarantee herein shall continue to waive presentment tobe effective or be reinstated, demand as the case may be, if at any time payment, or any part thereof, of payment from and protest to 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. In furtherance of the foregoing and not in limitation of any other Personright which any Holder or the Trustee has at law or in equity against any Subsidiary 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, 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 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 (C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and also waives diligencethe Holders and the Trustee, notice on the other hand, (i) the maturity of acceptance the Guaranteed Obligations may be accelerated as provided in Article 5 hereof for the purposes of its Guaranteesuch Subsidiary Guarantor’s Subsidiary Guarantee herein, presentmentnotwithstanding any stay, demand for paymentinjunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, notice of protest for nonpayment, the filing of claims with a court and (ii) in the event of merger or bankruptcy any declaration of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security 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 Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee acceleration of such GuarantorGuaranteed Obligations as provided in Article 5 hereof, to such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the extent theretofore discharged, shall be reinstated in full force and effect. (e) purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred Incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Section. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any If Securities of or within a series of Securities may are specified, as contemplated by Section 3.01, to be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms any Subsidiary Guarantor, then such Subsidiary Guarantor hereby fully unconditionally and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorirrevocably guarantees, jointly and severally, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally guarantee, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) any such Security and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture principal of (including obligations to the Trusteeand premium, if any) and the Securities interest, if any, on any such Security and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and any such Security (the Securities. (a“Obligations”) to the Trustee and to the Holders. Each of the Subsidiary Guarantors 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 or any other Guarantor (except to the extent such judgment is paidpermitted by law) that the 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 Article Thirteen notwithstanding any waiver extension or amendment renewal of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Obligation. Each of the Subsidiary Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive presentment waives presentation to, demand of payment from and protest to the Company or of any other Person, of the Obligations and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy . Each of the Company Subsidiary Guarantors waives notice of any default under any such Security or the Obligations. The obligations of each of the Subsidiary Guarantors hereunder shall not be affected by (a) the failure of any other Person and Holder to assert any claim or demand or to enforce any right to require a proceeding first or remedy against the Company or any other Personperson under this Indenture, any such Security 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 Securities or any other agreement, (d) the release of any security held by any Holder of any such Security or the Trustee for the Obligations or any of them or (e) any change in the ownership of the Company. Each of the Subsidiary Guarantors 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 of any such Security to any security held for payment of the Obligations. The obligations of each of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than 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 of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by any the failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any such Security to assert any claim or demand or to enforce any remedy under this Indenture, any such Security or the Trustee is required any other agreement, by any court 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 each of the Subsidiary Guarantors or would otherwise operate as a discharge of the Subsidiary Guarantors as a matter of law or equity. Each of the Subsidiary Guarantors further agrees that its Guarantee herein shall continue to return to be effective or be reinstated, as the Company or case may be, if at any Guarantortime payment, or any custodianpart thereof, trusteeof principal of, liquidator premium, if any, or other similar official acting in relation to interest, if any, on any of the Obligations is rescinded or must otherwise be restored by any Holder of any such Security upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any Guarantor, other right which any amount paid by Holder of any such Security has at law or in equity against any of them the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any of the Trustee Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or such Holderotherwise, each of the Guarantee Subsidiary Guarantors hereby promises to and shall, upon receipt of such Guarantorwritten demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders of any such Security an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent theretofore dischargednot prohibited by law). Each of the Subsidiary Guarantors further agrees that, as between itself, on the one hand, and the Holders of any such Security, 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 stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall be reinstated in full force forthwith become due and effect. (e) payable by such Subsidiary Guarantor for the purposes of this Guarantee. Each Guarantor of the Subsidiary Guarantors also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities the Holders in enforcing any of their respective rights under its Guaranteesthis Section 13.01. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series Subject to the provisions of Securities may be guaranteed by one or more of this Article X, the Subsidiaries of Guarantors hereby, jointly and severally, fully and unconditionally, guarantee (the Company or other Persons. The terms and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantor, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally guarantee, “Guarantee”) to 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 successors and assigns (ix) the full due and punctual payment of principal of and interest on the Securities when due, Notes whether at maturityStated Maturity, by acceleration, by redemption acceleration or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and with respect to the Securities Notes on a senior unsecured basis and (iiy) the full due and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture with respect to the Notes (all the foregoing being hereinafter collectively called 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 Securities.Guarantors will remain bound under this Article X notwithstanding any extension or renewal of any Obligation. The Guarantors waive presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waive notice of protest for nonpayment. The Guarantors waive notice of any default under the Notes to which this Article X is applicable or the Obligations with respect thereto. The obligations of the Guarantors under this Section 10.01 shall not be affected by: (a) Each of the Guarantors further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence failure of any action Holder or the Trustee to assert any claim or demand or to enforce the same, the recovery of any judgment right or remedy against the Company or any other Guarantor (except to Person under this Indenture, the extent such judgment is paid) Notes or any waiver other agreement or amendment otherwise; (b) any extension or renewal of any Obligation; (c) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article X), the Notes or any other agreement, unless such rescission, waiver, amendment, modification or supplement expressly affects the obligations of any Guarantor under this Section 10.01; (d) the release of any security held by any Holder or the Securities to Trustee for the extent that any such action Obligations or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms).them; (be) Each the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of the Company. The Guarantors further agrees agree that each Guarantee constitutes their Guarantees herein constitute a guarantee of payment, performance and compliance when due (and not merely a guarantee of collection. (c) Each and waive any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. Except as set forth in this Indenture, the obligations of the Guarantors 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, 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, except as set forth in this Indenture, the obligations of the Guarantors 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 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 with respect to the Notes, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantors or would otherwise operate as a discharge of the Guarantors as a matter of law or equity. The Guarantors further agrees agree that their Guarantees herein shall continue to waive presentment tobe effective or be reinstated, demand as the case may be, if at any time payment, or any part thereof, of payment from and protest any Obligation with respect to the Notes is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise, unless such Guarantee has been released in accordance with Section 10.10. In furtherance of the foregoing and not in limitation of any other Personright which any Holder or the Trustee has or may have at law or in equity against the Guarantors by virtue hereof, upon the failure of the Company to pay any Obligation with respect to the Notes when and as the same shall become due, whether at Stated Maturity, by acceleration or otherwise, or to perform or comply with any other Obligation with respect to the Notes, the Guarantors hereby promise to and will, 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: (i) the unpaid Principal amount of such Obligations; (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law); and (iii) all other monetary Obligations of the Company to the Holders of the Notes and the Trustee. The Guarantors agree that, as between the Guarantors, on the one hand, and also waives diligencethe Holders and the Trustee, notice on the other hand, (w) the maturity of acceptance the Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of its Guaranteethe Guarantee herein, presentmentnotwithstanding any stay, demand for payment, notice injunction or other prohibition preventing such acceleration in respect of protest for nonpayment, the filing of claims with a court Obligations guaranteed hereby and (x) in the event of merger any declaration of acceleration of such Obligations as provided in Article VI, such Obligations (whether or bankruptcy not due and payable) shall forthwith become due and payable by the Guarantors for the purposes of the Company or any other Person and any right to require a proceeding first against the Company or any other Personthis Section. The obligations of the Guarantors shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security 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 Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor also agrees agree to pay any and all reasonable costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Section. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any (a) With respect to each series of Securities may be guaranteed by one or more of to which this Article XIII is expressly made applicable, the Subsidiaries of the Company or other Persons. The terms Guarantor hereby unconditionally and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantor, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally guarantee, guarantees to 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 successors and assigns (ii)(a) the full and punctual payment of principal of and interest (including any Additional Interest) on the Securities of such Holder when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company to the Holders and the Trustee under this Indenture (including obligations to the Trustee) and the Securities and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the SecuritiesSecurities and (ii) in the case of any extension of time of payment or renewal of any Securities or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal (all of the foregoing being hereinafter collectively called the “Guarantees”). (ab) Each The Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guarantors Guarantees and also waives notice of protest for nonpayment. The Guarantor waives notice of any default under the Securities or the Guarantees. The Guarantees 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 this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guarantees or any of them; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guarantees or (vi) any change in the ownership of the Guarantor. (c) The Guarantor further agrees that its Guarantees hereunder constitute a guarantee of payment, performance and compliance when due (and not a guarantee of collection). (d) The Guarantor hereby agrees that its obligations hereunder shall be unconditional as principal and not merely as surety, and shall be absolute and unconditional, irrespective of the absence of, and shall be unaffected by, any invalidity, irregularity or existence of any action failure to enforce the sameprovisions of any Security or this Indenture, or any waiver, modification, consent or indulgence granted to the Company with respect thereto (unless the same shall also be provided the Guarantor), by the Holder of any Security or the Trustee, the recovery of any judgment against the Company or any other Guarantor (except action to enforce the extent such judgment is paid) same, or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall, without the consent of the Guarantor, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantees 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 a guarantor (except that each such waiver setoff, counterclaim, recoupment or amendment shall be effective in accordance with its terms). (b) Each termination whatsoever or by reason of the Guarantors further agrees that each Guarantee constitutes a guarantee of paymentinvalidity, performance and compliance and not merely of collection. (c) Each illegality or unenforceability of the Guarantors further agrees Guarantees or otherwise. Without limiting the generality of the foregoing, the Guarantor covenants that the Guarantees shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to waive presentment toassert any claim or demand or to enforce any remedy under this Indenture, demand of payment from and protest to the Company Securities or any other Personagreement, and also waives diligenceby any waiver or modification of any thereof, notice of acceptance of its Guaranteeby any default, presentmentfailure or delay, demand for paymentwillful or otherwise, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy performance of the Company obligations, or by any other Person and any right act or thing or omission or delay to require a proceeding first against the Company or do any other Person. The obligations act or thing which may or might in any manner or to any extent vary the risk of the Guarantors shall not be affected by any failure Guarantor or policy on the part would otherwise operate as a discharge of the Trustee to exercise any right Guarantor as a matter of law or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security 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 Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effectequity. (e) Each The Guarantor further agrees that the Guarantees shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal, premium, if any, or interest on any Security is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company 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, upon the failure of the Company to pay the principal of, premium on, if any, or interest on any Security 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 obligation under the Securities, the 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 or the Trustee an amount equal to the sum of (i) the unpaid amount of such obligations under such Securities, (ii) accrued and unpaid interest on such obligations under such Securities (but only to the extent not prohibited by law) and (iii) all other monetary obligations with respect to such Securities and under the Indenture of the Company to the Holders and the Trustee. (g) The Guarantor will be subrogated to all rights of the Holders against the Company in respect of any amount paid by the Guarantor pursuant to the provisions of the Guarantees; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, premium on, if any, and interest on such Securities shall have been paid in full. The Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations with respect to the Securities hereby may be accelerated as provided herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations with respect to such Securities, and (y) in the event of any declaration of acceleration of such obligations as provided herein, the Guarantees (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Article XIII. (h) The Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Article XIII. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of (a) In consideration for Lilly entering into this Agreement, the Subsidiaries of the Company or other Persons. The terms and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantor, as primary obligor and not merely as surety, will fully, ▇▇▇▇▇▇▇▇▇ Guarantor irrevocably and unconditionally guarantee, guarantees to each Holder Lilly the punctual performance of Securities (including each Holder all obligations of Securities issued under the Indenture after the date of this Indenture) and ▇▇▇▇▇▇▇▇▇ related to the Trustee and its successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company monies under this Indenture (including obligations Agreement and undertakes to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company Lilly that whenever ▇▇▇▇▇▇▇▇▇ does not pay any amount when due under or in connection with this Indenture and the Securities. (a) Each of the Guarantors further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence of any action to enforce the sameAgreement, the recovery of any judgment against ▇▇▇▇▇▇▇▇▇ Guarantor shall immediately on demand pay that amount as if it was the Company or any other Guarantor (except to principal obligor, so that the extent same benefits are conferred on Lilly as they would have received if such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms)obligation had been performed and satisfied by ▇▇▇▇▇▇▇▇▇. (b) Each The ▇▇▇▇▇▇▇▇▇ Guarantor, as principal obligor and as a separate and [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. independent obligation and liability from its obligations and liabilities in Article 7.11(a) undertakes to indemnify and hold Lilly harmless from and against any loss or costs suffered or incurred by it as a result of the Guarantors further agrees that each Guarantee constitutes non-performance by ▇▇▇▇▇▇▇▇▇ of any of its obligations under this Agreement. This guarantee is a continuing guarantee and will extend to the ultimate balance of paymentsums payable by ▇▇▇▇▇▇▇▇▇ under this Agreement, performance and compliance and not merely regardless of collectionany intermediate payment or discharge in whole or in part. (c) Each of the Guarantors further agrees to waive presentment to, demand of payment from and protest to the Company or any other Person, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors shall a Guarantor will not be affected by any failure act, omission, matter or policy on the part thing which, but for this Article 7.11, would reduce, release or prejudice any of the Trustee to exercise any right or remedy its obligations under this Indenture Agreement including (i) any time, waiver or the Securities of any series. (d) The obligation of each Guarantor consent granted to make any payment hereunder may be satisfied by causing the Company a Party or any other Person person, (ii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to make perfect, take up or enforce, any rights against a Party under this Agreement, (iii) the insolvency (or similar proceedings) of a Party, any incapacity or lack of power, authority or legal personality of a Party or change in control, ownership or status of a Party, (iv) any amendment to this Agreement (subject to such payment. If amendment not increasing the extent of the Guarantor’s liability under this Article 7.11 without the Guarantor’s consent), (v) any Holder illegality, invalidity or unenforceability of any Security obligation of any person under this Agreement, or the Trustee is required by (vi) any court other act, event or omission which might operate to discharge, impair or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to affect any of the Company obligations of the Guarantor or any Guarantorof the rights, any amount paid by any of them to the Trustee or such Holder, the Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force powers and effect. (e) remedies conferred on a Party under this Agreement. Each Guarantor also agrees waives any right which it may have to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by first require the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture a Party to proceed against the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant other Party before claiming from such Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generallyArticle 7.11.

Guarantees. Any series of Securities may be guaranteed by one or more (a) Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to (x) each Holder and (y) each of the Subsidiaries of the Company or other Persons. The terms Trustee and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantor, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally guarantee, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) and to the Trustee Agents and its successors and assigns (i1) the full and punctual payment of principal of and interest on the Securities Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuers under this Indenture (including obligations to the Trustee) and the Securities Notes and (ii2) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuers under this Indenture and the SecuritiesNotes, whether to the Holders, the Trustee or any Agent (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 that such Guarantor will remain bound under this Article VI notwithstanding any extension or renewal of any Guaranteed Obligation. (ab) Each Guarantor waives presentation to, demand of, payment from and protest to the Issuers of any of the Guarantors further agrees that its 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 unconditional irrespective of affected by (1) the absence or existence failure of any action Holder or the Trustee to assert any claim or demand or to enforce the same, the recovery of any judgment right or remedy against the Company or any other Guarantor Person (except to including any Guarantor) under this Indenture, the extent such judgment is paid) Notes or any waiver 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 Indenture, the Notes or any other agreement; (4) the release of any security held by any Holder or the Securities to Trustee for the extent that any such action Guaranteed Obligations or any similar action would otherwise constitute a legal of them; (5) the failure of any Holder or equitable discharge the Trustee to exercise any right or defense remedy against any other guarantor of a guarantor the Guaranteed Obligations; or (6) except that each as set forth in Section 6.06, any change in the ownership of such waiver or amendment shall be effective in accordance with its terms)Guarantor. (bc) Each of the Guarantors Guarantor further agrees that each its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not merely a guarantee of collection. (c) Each of the Guarantors further agrees to waive presentment to, demand of payment from and protest to the Company or any other Person, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding first against the Company or that any other Person. The obligations of the Guarantors shall not resort be affected had by any failure Holder or policy on the part of the Trustee to exercise any right or remedy under this Indenture or security held for payment of the Securities of any seriesGuaranteed Obligations. (d) The obligation Except as expressly set forth in Sections 6.02, 6.06, 8.01 and 8.02, the obligations of each Guarantor hereunder shall not be subject to make any payment hereunder may reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be satisfied subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by causing reason of the Company 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 Notes or any other Person to make such payment. If agreement, by any Holder waiver or modification of any Security or the Trustee is required thereof, by any court default, failure or otherwise to return to delay, willful or otherwise, in the Company or any Guarantorperformance of the obligations, or by any custodian, trustee, liquidator other act or thing or omission or delay to do any other similar official acting act or thing which may or might in relation any manner or to any of extent vary the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee risk of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effectGuarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) 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 Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of either Issuer 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 any Guarantor by virtue hereof, upon the failure of the Issuers 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 non-monetary Guaranteed Obligation as a result of which an Event of Default has occurred and is continuing, 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 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 (C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. (g) Each Guarantor 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 hereby may be accelerated as provided in Article V for the purposes of such Guarantor’s 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 V, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Section. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms Each Note Guarantor listed below hereby fully, unconditionally and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorirrevocably guarantees, as primary obligor and not merely as surety, will fully, irrevocably jointly and unconditionally guaranteeseverally with each other Note Guarantor, to 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 successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of principal and all interest and other monetary obligations of the Company under this Indenture (including obligations Guaranteed Obligations with respect to the Trustee) and Company's $120,000,000 principal amount of 9-7/8% Senior Notes due 2012 in accordance with the Securities and (ii) terms set forth in the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. (a) Indenture. Each of the Guarantors Note 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 or any other Guarantor (except to the extent such judgment is paidpermitted by law) that the 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 Guarantee notwithstanding any waiver extension or amendment renewal of any Obligation. Each Note Guarantor hereby agrees to pay, in addition to the provisions of this Indenture amounts stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Securities to the extent that Holders in enforcing any such action or rights under any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Note Guarantee. Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive presentment Note Guarantor waives presentation to, demand of payment from and protest to the Company or of any other Person, of the Obligations and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, . Each Note Guarantor waives notice of any default under the filing Notes or the Obligations. The obligations of claims with a court in each Note Guarantor hereunder shall not be affected by (i) the event failure of merger any Holder to assert any claim or bankruptcy of demand or to enforce any right or remedy against the Company or any other Person and any right to require a proceeding first against under the Company Indenture, the Notes or any other Person. The obligations agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the Guarantors shall not be affected terms or provisions of the Indenture, the Notes or any other agreement; (iv) the release of any security held by any failure Holder or policy on the part of the Trustee for the Obligations or any of them; (v) the failure of any Holder to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or against any other Person Note Guarantor; or (vi) any change in the ownership of the Company. Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to make such payment. If require that any resort be had by any Holder of any Security 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 security held for payment of the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effectObligations. (e) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more Each of the Subsidiaries of the Company or other Persons. The terms Subsidiary Guarantors hereby fully unconditionally and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorirrevocably guarantees, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally guarantee, to each Holder of Securities (including the Notes of each Holder of Securities issued under the Indenture after the date of this Indenture) series and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to principal of and interest, if any, on the Trustee) Notes of the relevant series and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. Notes of each series (athe “Obligations”) to the Trustee and to the Holders. Each of the Subsidiary Guarantors 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 or any other Guarantor (except to the extent such judgment is paidpermitted by law) that the 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 Article X notwithstanding any waiver extension or amendment renewal of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Obligation. Each of the Subsidiary Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive presentment waives presentation to, demand of payment from and protest to the Company or of any other Person, of the Obligations and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy . Each of the Company Subsidiary Guarantors waives notice of any Default under the Notes or the Obligations. The obligations of each of the Subsidiary Guarantors hereunder shall not be affected by (a) the failure of any other Person and Holder to assert any claim or demand or to enforce any right to require a proceeding first or remedy against the Company or any other Personperson 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 Trustee for the Obligations or any of them; or (e) any change in the ownership of the Company. Each of the Subsidiary Guarantors further agrees that the 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 each of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than 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 of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any failure Holder to assert any claim or policy on the part of the Trustee demand or to exercise enforce any right or remedy under this Indenture or Indenture, the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company Notes or any other Person to make such payment. If agreement, by any Holder waiver or modification of any Security or the Trustee is required thereof, by any court 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 that may or might in any manner or to any extent vary the risk of each of the Subsidiary Guarantors or would otherwise operate as a discharge of the Subsidiary Guarantors as a matter of law or equity. Each of the Subsidiary Guarantors further agrees that the Guarantee herein shall continue to return to be effective or be reinstated, as the Company or case may be, if at any Guarantortime payment, or any custodianpart thereof, trusteeof principal of or interest, liquidator if any, on any of the Obligations is rescinded or other similar official acting in relation to 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 Guarantor, other right which any amount paid by Holder has at law or in equity against any of them the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any of the Trustee Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or such Holderotherwise, each of the Guarantee Subsidiary Guarantors hereby promises to and shall, upon receipt of such Guarantorwritten 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 Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent theretofore dischargednot prohibited by law). Each of the Subsidiary Guarantors further agrees that, as between itself, on the 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 the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall be reinstated in full force forthwith become due and effect. (e) payable by such Subsidiary Guarantor for the purposes of this Guarantee. Each Guarantor of the Subsidiary Guarantors also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities the Holders in enforcing any of their respective rights under its Guaranteesthis Section 10.1. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series Each Restricted Subsidiary of Securities may be guaranteed by one Alderwoods that is a Wholly Owned Subsidiary organized under the laws of any state or more commonwealth of the Subsidiaries of United States (other than the Company or other Persons. The terms Excluded Subsidiaries) hereby unconditionally and the form of any irrevocably guarantees (in such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorcapacity, as primary obligor a "SUBSIDIARY GUARANTOR"), jointly and not merely as surety, will fully, irrevocably and unconditionally guaranteeseverally, to 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 successors and assigns (ia) the full and punctual payment of principal of of, premium, if any, and interest on the Securities Seven-Year Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Alderwoods under this Indenture (including obligations to the Trustee) and the Securities Seven-Year Notes and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company Alderwoods under this Indenture and the Securities. Seven-Year Notes (a) all the foregoing being hereinafter collectively called the "OBLIGATIONS"). Each of the Guarantors Subsidiary Guarantor further agrees that its obligations hereunder shall the Obligations may be unconditional irrespective of the absence extended or existence 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 12 notwithstanding any extension or renewal of any action to enforce the same, the recovery of any judgment against the Company or any other Obligation. Each Subsidiary Guarantor (except to the extent such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive presentment waives presentation to, demand of of, payment from and protest to Alderwoods of any of the Company or any other Person, Obligations and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, . Each Subsidiary Guarantor waives notice of any default under the filing of claims with a court in Seven-Year Notes or the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding first against the Company or any other PersonObligations. The obligations of the Guarantors each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any failure Holder or policy on the part of the Trustee to exercise assert any claim or demand or to enforce any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company against Alderwoods or any other Person to make such payment. If under this Indenture, the Seven-Year 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 Seven-Year Notes or any other agreement, (d) the release of any security held by any Holder of any Security or the Trustee is required by any court or otherwise to return to for the Company Obligations or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.them,

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms Each Guarantor hereby unconditionally and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorirrevocably guarantees, as primary obligor jointly and not merely as surety, will fully, irrevocably and unconditionally guaranteeseverally, to 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 successors and assigns (ia) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption redemption, by required repurchase or otherwise, and all other monetary obligations of the Company and the other Guarantors under this Indenture (including obligations to the Trustee) and the Securities and of the Owners under the Security Agreements and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company and the other Guarantors under this Indenture Indenture, the Security Agreements and the Securities. Securities (all the foregoing being hereinafter collectively called the "Obligations"). Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) Each of the Guarantors further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence failure of any action Holder or the Trustee to assert any claim or demand or to enforce the same, the recovery of any judgment right or remedy against the Company or any other Guarantor (except to Person under this Indenture, the extent such judgment is paid) Security Agreements, the Securities or any waiver 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 Indenture, the Security Agreements, the Securities or any other agreement; (d) the release of any security held by any Holder or the Securities to Trustee for the extent that any such action Obligations or any similar action would otherwise constitute a legal of them; (e) the failure of any Holder or equitable discharge the Trustee to exercise any right or defense of a remedy against any other guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors Obligations; or (f) subject to Section 10.06, any change in the ownership of such Guarantor. Each Guarantor further agrees that each its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not merely a guarantee of collection. (c) Each 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 Guarantors Obligations. Except as expressly set forth in Sections 8.01(b), 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 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 Security Agreements, 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 or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor further agrees that its Guarantee herein shall continue to waive presentment tobe effective or be reinstated, demand as the case may be, if at any time payment, or any part thereof, of payment from and protest to principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder 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 Personright 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 any 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 Obligation, 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 or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company or the Guarantors to the Holders and the Trustee. Each Guarantor agrees that, as between it, on the one hand, and also waives diligencethe Holders and the Trustee, notice on the other hand, (x) the maturity of acceptance the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of its Guaranteesuch Guarantor's Guarantee herein, presentmentnotwithstanding any stay, demand for paymentinjunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, notice of protest for nonpayment, the filing of claims with a court and (y) in the event of merger or bankruptcy any declaration of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security 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 Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee acceleration of such Guarantorobligations as provided in Article 6, to such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the extent theretofore discharged, shall be reinstated in full force and effect. (e) purposes of this Section. Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ ' fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Section. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms Holdings and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantoreach Guarantor hereby unconditionally and irrevocably guarantees, as primary obligor jointly and not merely as surety, will fully, irrevocably and unconditionally guaranteeseverally, to 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 successors and assigns (ia) the full and punctual payment of principal of of, and interest on on, the Securities Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities Notes and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor further agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each 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. Holdings and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) Each of the Guarantors further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence failure of any action Holder or the Trustee to assert any claim or demand or to enforce the same, the recovery of any judgment right or remedy against the Company or any other Guarantor (except to Person under this Indenture, the extent such judgment is paid) Notes or any waiver 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 Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Securities to Trustee for the extent that any such action Guaranteed Obligations or any similar action would otherwise constitute a legal of them; (e) the failure of any Holder or equitable discharge the Trustee to exercise any right or defense of a remedy against any other guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor further agrees that each its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not merely a guarantee of collection. (c) Each 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 Guarantors Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and 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 Holdings and 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 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 such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Guarantor further agrees that its Guarantee herein shall continue to waive presentment tobe effective or be reinstated, demand as the case may be, if, at any time, payment, or any part thereof, of payment from and protest to 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. In furtherance of the foregoing, and not in limitation of any other Personright which any Holder or the Trustee has at law or in equity against Holdings or any 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, Holdings and 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 Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and also waives diligencethe Holders and the Trustee, notice on the other hand, (x) the maturity of acceptance the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of its GuaranteeHoldings’ or such Guarantor’s Guarantee herein, presentmentnotwithstanding any stay, demand for paymentinjunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, notice of protest for nonpayment, the filing of claims with a court and (y) in the event of merger any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or bankruptcy of the Company or any other Person not due and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors payable) shall not be affected forthwith become due and payable by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security 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 Guarantor, any amount paid by any of them to the Trustee Holdings or such Holder, Guarantor for the Guarantee purposes of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force this Section 11.01. Holdings and effect. (e) Each each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Section 11.01. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series (a) Each of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms TBS and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantor, as primary obligor and not merely as surety, will fully, TWC irrevocably and unconditionally guaranteeguarantees (each, a "Guarantee"), to 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 successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. (a) . Each of the Guarantors TBS and TWC 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 or any the other Guarantor (except to the extent such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors TBS and TWC further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors TBS and TWC further agrees to waive presentment to, demand of payment from and protest to the Company or of any other Personof the Guarantees, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors TBS and TWC shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor of TBS and TWC to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security or the Trustee is required by any court or otherwise to return to the Company Company, TBS or any GuarantorTWC, or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company Company, TBS or any GuarantorTWC, any amount paid by any of them to the Trustee or such Holder, the Guarantee of such GuarantorTBS and the Guarantee of TWC, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor of TBS and TWC also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ ' fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its the Guarantees. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees of TWC and TBS shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms Note Guarantor listed below hereby fully, unconditionally and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorirrevocably guarantees, as primary obligor and not merely as surety, will fully, irrevocably jointly and unconditionally guaranteeseverally with any Additional Note Guarantor, to 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 successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of principal and all interest and other monetary obligations of the Company under this Indenture (including obligations Guaranteed Obligations with respect to the Trustee) and Company’s $235,000,000 principal amount of 9% Senior Notes due 2018 in accordance with the Securities and (ii) terms set forth in the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. (a) Each of the Guarantors Indenture. The Note 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 or any other Guarantor (except to the extent such judgment is paidpermitted by law) that the 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 Guarantee notwithstanding any waiver extension or amendment renewal of any Obligation. The Note Guarantor hereby agrees to pay, in addition to the provisions of this Indenture amounts stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Securities to the extent that Holders in enforcing any such action or rights under any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive presentment Note Guarantee. The Note Guarantor waives presentation to, demand of payment from and protest to the Company or of any other Person, of the Obligations and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, . The Note Guarantor waives notice of any default under the filing Notes or the Obligations. The obligations of claims with a court in the event Note Guarantor hereunder shall not be affected by (i) the failure of merger any Holder to assert any claim or bankruptcy of demand or to enforce any right or remedy against the Company or any other Person and any right to require a proceeding first against under the Company Indenture, the Notes or any other Person. The obligations agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the Guarantors shall not be affected terms or provisions of the Indenture, the Notes or any other agreement; (iv) the release of any security held by any failure Holder or policy on the part of the Trustee for the Obligations or any of them; (v) the failure of any Holder to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or against any other Person Additional Note Guarantor; or (vi) any change in the ownership of the Company. The Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to make such payment. If require that any resort be had by any Holder of any Security 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 security held for payment of the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effectObligations. (e) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantor, as primary obligor and not merely as surety, will fully, irrevocably Guarantor hereby fully and unconditionally guaranteeguarantees, on an unsecured, senior basis to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) Notes and to the Trustee and its successors and assigns (ia) the full and punctual payment of principal of of, and interest and premium and Additional Amounts, if any, on the Securities 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 First Supplemental Indenture (including obligations with respect to the Trustee) and the Securities Notes and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company under this the Original Indenture and this First Supplemental Indenture with respect to the Securities. Notes (a) Each of all the Guarantors foregoing hereinafter collectively called the “Guaranteed Obligations”). The Guarantor further agrees that its the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantor and that the Guarantor will remain bound under this Section 6.1 notwithstanding any extension or renewal of any obligation with respect to the Notes. The Company hereby fully and 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 unconditional irrespective of affected by (1) the absence or existence failure of any action Holder or the Trustee to assert any claim or demand or to enforce the same, the recovery of any judgment right or remedy against the Company or any other Guarantor (except Person under the Original Indenture or this First Supplemental Indenture with respect to the extent such judgment is paid) Notes or any waiver 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 the Indenture or the Securities this First Supplemental Indenture with respect to the extent that any such action Notes or any similar action would otherwise constitute a legal other agreement; (4) the release of any security held by any Holder of Notes or equitable discharge the Trustee for the Guaranteed Obligations or defense any of a guarantor them; or (5) except that each such waiver or amendment shall be effective as set forth in accordance with its terms). (b) Each Section 6.1.6, any change in the ownership of the Guarantors Guarantor. The Guarantor further agrees that each its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not merely a guarantee of collection. (c) Each 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 Guarantors Original Indenture and Sections 6.1.2 and 6.1.6 of this First 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 Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Original Indenture or this First 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 obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantor 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 waive presentment tothe Notes shall continue to be effective or be reinstated, demand as the case may be, if at any time payment, or any part thereof, of payment from and protest 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 Personright 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 (C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. The Guarantor agrees that, as between it, on the one hand, and also waives diligencethe Holders and the Trustee, notice on the other hand, (i) the maturity of acceptance the Guaranteed Obligations hereby may be accelerated as provided in Article 5 of its the Original Indenture for the purposes of the Guarantor’s Guarantee, presentmentnotwithstanding any stay, demand for paymentinjunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations with respect to the Notes guaranteed hereby, notice of protest for nonpayment, the filing of claims with a court and (ii) in the event of merger any declaration of acceleration of such Guaranteed Obligations as provided in Article 5, such Guaranteed Obligations (whether or bankruptcy not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of the Company or any other Person and any right to require a proceeding first against the Company or any other Personthis Section 6.1.1. The obligations of the Guarantors shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security 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 Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Section 6.1.1. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms Each Subsidiary Guarantor hereby unconditionally and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorirrevocably guarantees, as primary obligor jointly and not merely as surety, will fully, irrevocably and unconditionally guaranteeseverally, to 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 successors and assigns (ia) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. Securities (a) all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each of the Guarantors Subsidiary Guarantor further agrees that its 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 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be unconditional irrespective of affected by (1) the absence or existence failure of any action Holder or the Trustee to assert any claim or demand or to enforce the same, the recovery of any judgment right or remedy against the Company or any other Guarantor Person (except to including any Subsidiary Guarantor) under this Indenture, the extent such judgment is paid) Securities or any waiver 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 Indenture, the Securities or any other agreement; (4) the release of any security held by any Holder or the Securities to Trustee for the extent that any such action Guaranteed Obligations or any similar action would otherwise constitute a legal of them; (5) the failure of any Holder or equitable discharge the Trustee to exercise any right or defense of a remedy against any other guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors Guaranteed Obligations; or (6) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that each its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not merely a guarantee of collection. (c) Each 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 Guarantors Guaranteed Obligations. Except as expressly set forth in Sections 8.01(b), 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 Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities, the Security 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 Guarantee herein shall continue to waive presentment tobe effective or be reinstated, demand as the case may be, if at any time payment, or any part thereof, of payment from and protest to 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. In furtherance of the foregoing and not in limitation of any other Personright which any Holder or the Trustee has at law or in equity against any Subsidiary 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, 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 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 (C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and also waives diligencethe Holders and the Trustee, notice on the other hand, (i) the maturity of acceptance the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of its Guaranteesuch Subsidiary Guarantor's Subsidiary Guarantee herein, presentmentnotwithstanding any stay, demand for paymentinjunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, notice of protest for nonpayment, the filing of claims with a court and (ii) in the event of merger or bankruptcy any declaration of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security 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 Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee acceleration of such GuarantorGuaranteed Obligations as provided in Article 6, to such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the extent theretofore discharged, shall be reinstated in full force and effect. (e) purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ ' fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Section. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms Subject to this Article Ten, each Subsidiary Guarantor hereby unconditionally and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorirrevocably guarantees, as primary obligor jointly and not merely as surety, will fully, irrevocably and unconditionally guaranteeseverally, to 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 successors and assigns (ia) the full and punctual payment of principal of and interest on the Securities Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities Notes and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. Notes (a) all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each of the Guarantors Subsidiary Guarantor further agrees that its 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 Ten notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be unconditional irrespective of affected by (1) the absence or existence failure of any action Holder or the Trustee to assert any claim or demand or to enforce the same, the recovery of any judgment right or remedy against the Company or any other Guarantor Person (except to including any Subsidiary Guarantor) under this Indenture, the extent such judgment is paid) Notes or any waiver 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 Indenture, the Notes or any other agreement; (4) the release of any security held by any Holder or the Securities to Trustee for the extent that any such action Guaranteed Obligations or any similar action would otherwise constitute a legal of them; (5) the failure of any Holder or equitable discharge the Trustee to exercise any right or defense of a remedy against any other guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors Guaranteed Obligations; or (6) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that each its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not merely a guarantee of collection. (c) Each 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 Guarantors Guaranteed Obligations. Except as expressly set forth in Sections 8.01(b), 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 Holder or the Trustee 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 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 Guarantee herein shall continue to waive presentment tobe effective or be reinstated, demand as the case may be, if at any time payment, or any part thereof, of payment from and protest to principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder 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 Personright which any Holder or the Trustee has at law or in equity against any Subsidiary 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, 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 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 (C) all other monetary obligations of the Company to the Holders and the Trustee pursuant to the Indenture. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and also waives diligencethe Holders and the Trustee, notice on the other hand, (i) the maturity of acceptance the Guaranteed Obligations hereby may be accelerated as provided in Article Six for the purposes of its Guaranteesuch Subsidiary Guarantor's Subsidiary Guarantee herein, presentmentnotwithstanding any stay, demand for paymentinjunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, notice of protest for nonpayment, the filing of claims with a court and (ii) in the event of merger or bankruptcy any declaration of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security 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 Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee acceleration of such GuarantorGuaranteed Obligations as provided in Article Six, to such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the extent theretofore discharged, shall be reinstated in full force and effect. (e) purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ ' fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Section. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms (a) Each Guarantor hereby jointly and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorseverally, irrevocably and unconditionally guarantees on a senior unsecured basis, as a primary obligor and not merely as a surety, will fully, irrevocably and unconditionally guarantee, to 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 successors and assigns (i) the full performance and punctual payment of principal of and interest on the Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and of all other monetary obligations of the Company Issuer under this Indenture (including obligations to the Trustee) and the Securities Notes, whether for payment of principal of, premium, if any, or interest in respect of the Notes and all other monetary obligations of the Issuer under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities. Notes (a) all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each of the Guarantors Guarantor further agrees that its obligations hereunder shall the Guaranteed Obligations may be unconditional irrespective of the absence extended or existence of any action to enforce the samerenewed, the recovery of any judgment against the Company in whole or any other Guarantor (except to the extent in part, without notice or further assent from each such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except Guarantor, and that each such waiver Guarantor shall remain bound under this Article notwithstanding any extension or amendment shall be effective in accordance with its terms)renewal of any Guaranteed Obligation. (b) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive presentment Guarantor waives presentation to, demand of payment from and protest to the Company or Issuer of any other Person, of the Guaranteed Obligations and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, . Each Guarantor waives notice of any default under the filing of claims with a court in Notes or the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding first against the Company or any other PersonGuaranteed Obligations. The obligations of the Guarantors each Guarantor hereunder shall not be affected by (i) the failure of any failure Holder or policy on the part 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; (i) any extension or renewal of this Indenture, the Notes or any other agreement; (ii) 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 under this Indenture against any other guarantor of the Guaranteed Obligations; or (vi) any change in the Securities ownership of such Guarantor, except as provided in Section 10.02(b). (c) Each Guarantor hereby waives any seriesright 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 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) The obligation 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, 9.01, 10.02 and 10.06, the obligations of each Guarantor hereunder shall not be subject to make any payment hereunder may reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be satisfied subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by causing reason of the Company 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 Notes or any other Person to make such payment. If agreement, by any Holder waiver or modification of any Security or the Trustee is required thereof, by any court default, failure or otherwise to return to delay, willful or otherwise, in the Company or any Guarantorperformance of the obligations, or by any custodian, trustee, liquidator other act or thing or omission or delay to do any other similar official acting act or thing which may or might in relation any manner or to any extent vary the risk of the Company any Guarantor or would otherwise operate as a discharge of any GuarantorGuarantor as a matter of law or equity. (f) Except as expressly set forth in Sections 8.01, any amount paid by any of them to the Trustee or such Holder9.01 and 10.02, the each Subsidiary Guarantor agrees that its Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated remain in full force and effecteffect until payment in full of all the Subsidiary Guaranteed Obligations. Except as expressly set forth in Sections 8.01, 9.01 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 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. For the avoidance of doubt, any Parent Guarantee may be released at any time, upon notice to the Trustee, in the sole discretion of the Issuer or such Parent Guarantor. (eg) 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 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 Holders or 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 Issuer to the Holders and the Trustee in respect of the Guaranteed Obligations. (h) 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 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 reasonable costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Section 10.01. (fj) Upon request of the Trustee, 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 Indenture. (k) Any term or provision Guarantee given by any Parent of this Indenture the Issuer may be released at any time upon written notice to the contrary notwithstanding, the maximum aggregate amount of each Trustee from such Parent of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generallyIssuer.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms Holdings and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantoreach Guarantor hereby unconditionally and irrevocably guarantees, as primary obligor jointly and not merely as surety, will fully, irrevocably and unconditionally guaranteeseverally, to 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 successors and assigns (ia) the full and punctual payment of principal of of, and interest on on, the Securities Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities Notes and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor further agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each 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. Holdings and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) Each of the Guarantors further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence failure of any action Holder or the Trustee to assert any claim or demand or to enforce the same, the recovery of any judgment right or remedy against the Company or any other Guarantor (except to Person under this Indenture, the extent such judgment is paid) Notes or any waiver 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 Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Securities to Trustee for the extent that any such action Guaranteed Obligations or any similar action would otherwise constitute a legal of them; (e) the failure of any Holder or equitable discharge the Trustee to exercise any right or defense of a remedy against any other guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors Obligations; or (f) except as set forth in Section 10.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor further agrees that each its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not merely a guarantee of collection. (c) Each of the Guarantors further agrees to waive presentment to, demand of payment from and protest to the Company or any other Person, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding first against that any resort be had by any Holder or the Company Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 10.02 and 10.07 hereof, the obligations of Holdings and 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 Holdings and 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 Notes or any other Person. The obligations of the Guarantors shall not be affected agreement, by any waiver or modification of any thereof, by any default, failure or policy on delay, willful or otherwise, in the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security 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 Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.89

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each GuarantorGuarantor party hereto unconditionally guarantees, as a primary obligor and not merely as a surety, will fullyjointly and severally (solidarily) with each other Guarantor party hereto, irrevocably and unconditionally guarantee, to 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 successors and assigns (i) the full due and punctual payment of the principal of and interest on the Securities Revolving Loans and of all other Obligations, when and as due, whether at maturity, by acceleration, by redemption notice or prepayment or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. (a) . Each of the Guarantors Guarantor party hereto further agrees that the Obligations may be extended and renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its obligations hereunder shall be unconditional irrespective of the absence guarantee notwithstanding any extension or existence renewal of any action to enforce Obligations. To the samefullest extent permitted by law, the recovery of any judgment against the Company or any other each Guarantor (except to the extent such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive party hereto waives presentment to, demand of payment from and protest to any of the Company Borrowers or any other PersonPerson of any of the Obligations, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, guarantee and notice of protest for nonpayment. To the fullest extent permitted by law, the filing of claims with a court in the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors a Guarantor party hereto hereunder shall not be affected by any (a) the failure or policy on the part of the Trustee Administrative 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 provisions of this Agreement or any of the other Loan Documents or otherwise; (b) any rescission, waiver, amendment or modification of any of the terms or 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 Administrative Agent or any Lender for any of the Obligations; or (d) the failure of the Administrative Agent or any Lender to exercise any right or remedy under this Indenture against any other Guarantor of the Obligations. 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 Administrative Agent or any Lender to any security (if any) held for payment of the Securities Obligations or to any balance of any series. (d) The obligation deposit account or credit on the books of the Administrative Agent or any Lender in favor of any Borrower or any other Person, each Guarantor hereby waiving the benefits of division and discussion. To the fullest extent permitted by law, the obligations of each Guarantor party hereto hereunder shall not be subject to make any payment reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, compensation, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by law, the obligations of each Guarantor party hereto hereunder may shall not be satisfied discharged or impaired or otherwise affected by causing the Company failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or under any other Loan Document, any guarantee or any other Person to make such payment. If agreement, by any Holder waiver or modification of any Security or the Trustee is required provision thereof, by any court 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 continue to return to be effective or be reinstated, as the Company or case may be, if at any Guarantortime payment, or any custodianpart thereof, trusteeof principal or of interest on any Obligation or any other Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy or reorganization of any Borrower or otherwise. Each Guarantor hereby acknowledges that the Obligations include, liquidator without limitation, any cost or other similar official acting expense which is of the nature of extra-judicial professional fees payable by the Administrative Agent or any Lender in relation to accordance with any of the Company Loan Documents for services required by the Administrative Agent or any Guarantor, any amount paid Lender in order to recover the capital and interest secured by any of them security interest entered into by any Loan Party or to conserve the property charged thereunder even if such cost or expense cannot be secured by such security interest. Each Guarantor undertakes to indemnify the Administrative Agent and each Lender with respect to all such costs and expenses. Each Guarantor party hereto hereby subordinates to the Trustee or such Holder, the Guarantee Obligations all rights of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force subrogation against each Borrower and effect. (e) Each Guarantor also agrees to pay any its property and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generallyindemnification, contribution and reimbursement from each Borrower and its property, in each case in connection with this guarantee and any payments made hereunder, and regardless of whether such rights arise by operation of law, pursuant to contract or otherwise.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. (a) The terms and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantor, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally guarantee, to 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 successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. (ab) Each of the Guarantors The 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 or any other Guarantor guarantor (except to the extent such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (bc) Each of the Guarantors The Guarantor further agrees that each the Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (cd) Each of the Guarantors The Guarantor further agrees to waive presentment to, demand of payment from and protest to the Company or any other Person, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors Guarantor shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (de) The obligation of each the Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security or the Trustee is required by any court or otherwise to return to the Company or any the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or any the Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of such the Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each GuarantorGuarantor party hereto unconditionally guarantees, as a primary obligor and not merely as a surety, will fullyjointly and severally with each other Guarantor party hereto, irrevocably and unconditionally guarantee, to 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 successors and assigns (i) the full due and punctual payment of the principal of and interest on the Securities Revolving Loans, the Term Loans and of all other Obligations, when and as due, whether at maturity, by acceleration, by redemption notice or prepayment or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. (a) . Each of the Guarantors Guarantor party hereto further agrees that the Obligations may be extended and renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its obligations hereunder shall be unconditional irrespective of the absence guarantee notwithstanding any extension or existence renewal of any action to enforce Obligations. To the samefullest extent permitted by law, the recovery of any judgment against the Company or any other each Guarantor (except to the extent such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive party hereto waives presentment to, demand of payment from and protest to any of the Company Borrowers or any other PersonPerson of any of the Obligations, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, guarantee and notice of protest for nonpayment. To the fullest extent permitted by law, the filing of claims with a court in the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors a Guarantor party hereto hereunder shall not be affected by any (a) the failure or policy on the part of the Trustee Administrative 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 provisions of this Agreement or any of the other Loan Documents or otherwise; (b) any rescission, waiver, amendment or modification of any of the terms or 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 Administrative Agent or any Lender for the Obligations or any of them; or (d) the failure of the Administrative Agent or any Lender to exercise any right or remedy under this Indenture against any other Guarantor of the Obligations. 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 Administrative Agent or any Lender to any security (if any) held for payment of the Securities Obligations or to any balance of any series. (d) The obligation deposit account or credit on the books of the Administrative Agent or any Lender in favor of any Borrower or any other Person. To the fullest extent permitted by law, the obligations of each Guarantor party hereto hereunder shall not be subject to make any payment reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by law, the obligations of each Guarantor party hereto hereunder may shall not be satisfied discharged or impaired or otherwise affected by causing the Company failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or under any other Loan Document, any guarantee or any other Person to make such payment. If agreement, by any Holder waiver or modification of any Security or the Trustee is required provision thereof, by any court 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 continue to return to be effective or be reinstated, as the Company or case may be, if at any Guarantortime payment, or any custodianpart thereof, trustee, liquidator of principal or other similar official acting in relation to of interest on any of the Company Obligation or any Guarantor, other Obligations is rescinded or must otherwise be returned by the Administrative Agent or any amount paid by Lender upon the bankruptcy or reorganization of any of them Borrower or otherwise. Each Guarantor party hereto hereby subordinates to the Trustee or such Holder, the Guarantee Obligations all rights of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force subrogation against each Borrower and effect. (e) Each Guarantor also agrees to pay any its property and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generallyindemnification, contribution and reimbursement from each Borrower and its property, in each case in connection with this guarantee and any payments made hereunder, and regardless of whether such rights arise by operation of law, pursuant to contract or otherwise.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms Each Subsidiary Guarantor hereby unconditionally and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorirrevocably guarantees, as primary obligor jointly and not merely as surety, will fully, irrevocably and unconditionally guaranteeseverally, to 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 successors and assigns (ia) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to Indenture, the Trustee) Security Agreements and the Securities and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture Indenture, the Security Agreements and the Securities. Securities (all the foregoing being hereinafter collectively called the "Obligations"). Each Subsidiary 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 Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpay ment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) Each of the Guarantors further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence failure of any action Holder or the Trustee to assert any claim or demand or to enforce the same, the recovery of any judgment right or remedy against the Company or any other Guarantor (except to Person under this Indenture, the extent such judgment is paid) Securities or any waiver 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 Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Securities to Trustee for the extent that any such action Obligations or any similar action would otherwise constitute a legal of them; (e) the failure of any Holder or equitable discharge the Trustee to exercise any right or defense of a remedy against any other guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors Obligations; or (f) any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that each its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not merely a guarantee of collection. (c) Each 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 Guarantors Obligations. Except as expressly set forth in Sections 8.01(b), 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 Obligations or otherwise. Without limiting the generality of the fore going, the obligations of each Subsidiary 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 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 Guarantee herein shall continue to waive presentment tobe effective or be reinstated, demand as the case may be, if at any time payment, or any part thereof, of payment from and protest to principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder 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 Personright which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any 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 Obligation, each Subsidiary 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 or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and also waives diligencethe Holders and the Trustee, notice on the other hand, (x) the maturity of acceptance the Obligations Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of its Guaranteesuch Subsidiary Guarantor's Subsidiary Guarantee herein, presentmentnotwithstanding any stay, demand for paymentinjunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, notice of protest for nonpayment, the filing of claims with a court and (y) in the event of merger or bankruptcy any declaration of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security 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 Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee acceleration of such Guarantorobligations as provided in Article 6, to such Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the extent theretofore discharged, shall be reinstated in full force and effect. (e) purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ ' fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Section. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. (a) The terms Guarantor hereby fully, unconditionally and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorirrevocably guarantees, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally guarantee, to each Holder of the Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption redemption, by repurchase, or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) principal of, premium, if any, and interest on the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. (a) Each of the Guarantors “Obligations”). The 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 or any other Guarantor (except to the extent such judgment is paidpermitted by law) that the 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 XII notwithstanding any waiver extension or amendment renewal of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms)Obligation. (b) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive presentment The Guarantor waives presentation to, demand of payment from and protest to the Company or of any other Person, of the Obligations and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, . The Guarantor waives notice of any default under the filing of claims with a court in Securities or the event of merger or bankruptcy Obligations. The obligations of the Company Guarantor hereunder shall not be affected by: (i) the failure of any Holder to assert any claim or any other Person and demand or to enforce any right to require a proceeding first or remedy against the Company or any other Person. The obligations person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the Guarantors shall not be affected terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by any failure Holder or policy on the part of the Trustee for the Obligations or any of them; (v) the failure of any Holder to exercise any right or remedy under this Indenture or the Securities of against any series.other Guarantor; or (dvi) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing change in the Company or any other Person to make such payment. If any Holder of any Security 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 ownership of the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effectCompany. (e) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms Holdings and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantoreach Guarantor hereby unconditionally and irrevocably guarantees, as primary obligor jointly and not merely as surety, will fully, irrevocably and unconditionally guaranteeseverally, to 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 successors and assigns (ia) the full and punctual payment of principal of of, and interest on on, the Securities Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities Notes and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor further agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each 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. Holdings and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) Each of the Guarantors further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence failure of any action Holder or the Trustee to assert any claim or demand or to enforce the same, the recovery of any judgment right or remedy against the Company or any other Guarantor (except to Person under this Indenture, the extent such judgment is paid) Notes or any waiver 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 Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Securities to Trustee for the extent that any such action Guaranteed Obligations or any similar action would otherwise constitute a legal of them; (e) the failure of any Holder or equitable discharge the Trustee to exercise any right or defense of a remedy against any other guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors Obligations; or (f) except as set forth in Section 10.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor further agrees that each its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not merely a guarantee of collection. (c) Each 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 Guarantors Guaranteed Obligations. Except as expressly set forth in Sections 10.02 and 10.07 hereof, the obligations of Holdings and 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 Holdings and 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 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 such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Guarantor further agrees that its Guarantee herein shall continue to waive presentment tobe effective or be reinstated, demand as the case may be, if, at any time, payment, or any part thereof, of payment from and protest to 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. In furtherance of the foregoing, and not in limitation of any other Personright which any Holder or the Trustee has at law or in equity against Holdings or any 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, Holdings and 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 Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations. Holdings and each Guarantor further agrees that, as between it, on the one hand, and also waives diligencethe Holders and the Trustee, notice on the other hand, (x) the maturity of acceptance the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of its GuaranteeHoldings’ or such Guarantor’s Guarantee herein, presentmentnotwithstanding any stay, demand for paymentinjunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, notice of protest for nonpayment, the filing of claims with a court and (y) in the event of merger any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or bankruptcy of the Company or any other Person not due and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors payable) shall not be affected forthwith become due and payable by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security 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 Guarantor, any amount paid by any of them to the Trustee Holdings or such Holder, Guarantor for the Guarantee purposes of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force this Section 11.01. Holdings and effect. (e) Each each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Section 11.01. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms Each Subsidiary Guarantor hereby unconditionally and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorirrevocably guarantees, as primary obligor jointly and not merely as surety, will fully, irrevocably and unconditionally guaranteeseverally, to 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 successors and assigns (ia) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. Securities (a) all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each of the Guarantors Subsidiary Guarantor further agrees that its 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 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be unconditional irrespective of affected by (1) the absence or existence failure of any action Holder or the Trustee to assert any claim or demand or to enforce the same, the recovery of any judgment right or remedy against the Company or any other Guarantor Person (except to including any Subsidiary Guarantor) under this Indenture, the extent such judgment is paid) Securities or any waiver 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 Indenture, the Securities or any other agreement; (4) the release of any security held by any Holder or the Securities to Trustee for the extent that any such action Guaranteed Obligations or any similar action would otherwise constitute a legal of them; (5) the failure of any Holder or equitable discharge the Trustee to exercise any right or defense of a remedy against any other guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors Guaranteed Obligations; or (6) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that each its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not merely a guarantee 71 of collection. (c) Each 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 Guarantors Guaranteed Obligations. Except as expressly set forth in Sections 8.01(b), 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 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 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 Guarantee herein shall continue to waive presentment tobe effective or be reinstated, demand as the case may be, if at any time payment, or any part thereof, of payment from and protest to 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. In furtherance of the foregoing and not in limitation of any other Personright which any Holder or the Trustee has at law or in equity against any Subsidiary 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, 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 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 (C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and also waives diligencethe Holders and the Trustee, notice on the other hand, (i) the maturity of acceptance the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of its Guaranteesuch Subsidiary Guarantor’s Subsidiary Guarantee herein, presentmentnotwithstanding any stay, demand for paymentinjunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, notice of protest for nonpayment, the filing of claims with a court and (ii) in the event of merger or bankruptcy any declaration of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security 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 Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee acceleration of such GuarantorGuaranteed Obligations as provided in Article 6, to such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the extent theretofore discharged, shall be reinstated in full force and effect. (e) purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.Section. 72

Guarantees. Any series of Securities may be guaranteed by one or more of (a) On and after the Subsidiaries of the Company or other Persons. The terms Issue Date, each Guarantor hereby jointly and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorseverally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as surety, will fully, irrevocably and unconditionally guaranteea surety on a senior basis, to 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 successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and of all other monetary obligations of the Company Issuers under this Indenture (including obligations to the Trustee) and the Securities 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 Issuers under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities. Notes (a) all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each of the Guarantors Guarantor further agrees that its obligations hereunder 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 be unconditional irrespective of the absence remain bound under this Article 10 notwithstanding any extension or existence renewal of any action to enforce Guaranteed Obligation. The Guaranteed Obligations of a Guarantor will be secured by security interests in the same, the recovery of any judgment against the Company or any other Collateral owned by such Guarantor (except to the extent such judgment is paid) or any waiver or amendment of provided for in the provisions of this Indenture or the Securities Security Documents and as required pursuant to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms)Sections 4.12 and 4.15. (b) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive presentment Guarantor waives presentation to, demand of payment from and protest to the Company or Issuers of any other Person, of the Guaranteed Obligations and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, . Each Guarantor waives notice of any default under the filing of claims with a court in Notes or the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding first against the Company or any other PersonGuaranteed Obligations. The obligations of the Guarantors each Guarantor hereunder shall not be affected by (i) the failure of any failure Holder or policy on the part 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 Notes, any 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 the Collateral Agent for the benefit of Holders and the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or Trustee to exercise any right or remedy under this Indenture against any other guarantor of the Guaranteed Obligations; or (vi) any change in the Securities ownership of such Guarantor, except as provided in Section 10.02(b). (c) Each Guarantor hereby waives any seriesright 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 Issuers or any other Guarantor 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) The obligation 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 the Collateral Agent on behalf of the Holders and 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 and 10.06, the obligations of each Guarantor hereunder shall not be subject to make any payment hereunder may reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be satisfied subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by causing reason of the Company 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 Notes, any Security Document or any other Person to make such payment. If agreement, by any Holder waiver or modification of any Security or the Trustee is required thereof, by any court default, failure or otherwise to return to delay, willful or otherwise, in the Company or any Guarantorperformance of the obligations, or by any custodian, trustee, liquidator other act or thing or omission or delay to do any other similar official acting act or thing which may or might in relation any manner or to any extent vary the risk of the Company any Guarantor or would otherwise operate as a discharge of any Guarantor, any amount paid by any Guarantor as a matter of them to the Trustee law or such Holder, the equity. (f) Each Guarantor agrees that its Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated remain in full force and effecteffect 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 Issuers or otherwise. (eg) 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 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, forthwith pay, or cause to be paid, in cash, to the Holders or 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 Issuers to the Holders and the Trustee. (h) 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 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 reasonable costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Section 10.01. (fj) Any term Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or provision proper to carry out more effectively the purpose of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generallyIndenture.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms (a) Each Guarantor unconditionally guarantees, on a joint and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantor, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally guaranteeseveral basis, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) Notes and to the Trustee and its successors and assigns assigns, (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture with respect to the Notes (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and with respect to the Securities. (a) Notes. Each of the Guarantors 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 or any other Guarantor (except to the extent such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities Notes to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor such Guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors Guarantor further agrees that each its Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors Guarantor further agrees to waive presentment to, demand of payment from and protest to the Company or any other Personof its Guarantee, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors a Guarantor shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any seriesNotes. (d) The obligation of each a Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person another Guarantor to make such payment. If any Holder of any Security Note or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or any Guarantor, such Guarantor any amount paid by any of them to the Trustee or such Holder, the Guarantee of such Guarantorany 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 reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities the Notes in enforcing any of their respective rights under its GuaranteesGuarantee. (f) Any term or provision of this Indenture Guarantee to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees a Guarantor’s Guarantee shall not exceed the maximum amount that can be hereby guaranteed by the relevant Guarantor without rendering the relevant this Guarantee under this Indenture as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more Each of the Subsidiaries of the Company or other Persons. The terms Subsidiary Guarantors hereby fully unconditionally and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorirrevocably guarantees, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally guarantee, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) Notes and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture principal of (including obligations to the Trusteeand premium, if any) and interest, if any, on the Securities Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. Notes (athe “Obligations”) to the Trustee and to the Holders. Each of the Subsidiary Guarantors 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 or any other Guarantor (except to the extent such judgment is paidpermitted by law) that the 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 Article X notwithstanding any waiver extension or amendment renewal of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Obligation. Each of the Subsidiary Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive presentment waives presentation to, demand of payment from and protest to the Company or of any other Person, of the Obligations and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy . Each of the Company Subsidiary Guarantors waives notice of any default under the Notes or the Obligations. The obligations of each of the Subsidiary Guarantors hereunder shall not be affected by (a) the failure of any other Person and Holder to assert any claim or demand or to enforce any right to require a proceeding first or remedy against the Company or any other Personperson 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 Trustee for the Obligations or any of them; or (e) any change in the ownership of the Company. Each of the Subsidiary Guarantors further agrees that the 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 each of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than 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 of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any failure Holder to assert any claim or policy on the part of the Trustee demand or to exercise enforce any right or remedy under this Indenture or Indenture, the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company Notes or any other Person to make such payment. If agreement, by any Holder waiver or modification of any Security or the Trustee is required thereof, by any court 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 each of the Subsidiary Guarantors or would otherwise operate as a discharge of the Subsidiary Guarantors as a matter of law or equity. Each of the Subsidiary Guarantors further agrees that the Guarantee herein shall continue to return to be effective or be reinstated, as the Company or case may be, if at any Guarantortime payment, or any custodianpart thereof, trusteeof principal of or interest, liquidator if any, on any of the Obligations is rescinded or other similar official acting in relation to 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 Guarantor, other right which any amount paid by Holder has at law or in equity against any of them the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any of the Trustee Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or such Holderotherwise, each of the Guarantee Subsidiary Guarantors hereby promises to and shall, upon receipt of such Guarantorwritten 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 Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent theretofore dischargednot prohibited by law). Each of the Subsidiary Guarantors further agrees that, as between itself, on the 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 the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall be reinstated in full force forthwith become due and effect. (e) payable by such Subsidiary Guarantor for the purposes of this Guarantee. Each Guarantor of the Subsidiary Guarantors also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities the Holders in enforcing any of their respective rights under its Guaranteesthis Section 10.1. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms Each Guarantor hereby unconditionally and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorirrevocably guarantees, as primary obligor jointly and not merely as surety, will fully, irrevocably and unconditionally guaranteeseverally, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) and to Holder, the Trustee and the Collateral Agent and its successors and assigns (ia) the full and punctual payment of principal of and interest and premium on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and Indenture, the Securities and the other Note Documents and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture Indenture, the Securities and the Securities. other Note Documents (a) all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each of the Guarantors Guarantor further agrees that its the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be unconditional irrespective of affected by (1) the absence or existence failure of any action Holder or the Trustee or the Collateral Agent to assert any claim or demand or to enforce the same, the recovery of any judgment right or remedy against the Company or any other Guarantor Person (except to including any Guarantor) under any of the extent such judgment is paid) Note Documents or any waiver other agreement or otherwise; (2) any extension or renewal of any Note Document; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture the Note Documents or any other agreement; (4) the release of any security held by any Holder, the Trustee or the Securities to Collateral Agent for the extent that any such action Guaranteed Obligations or any similar action would otherwise constitute a legal of them; (5) the failure of any Holder, or equitable discharge the Trustee and Collateral Agent to exercise any right or defense of a remedy against any other guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors Guaranteed Obligations; or (6) except, as set forth in Section 10.05, any change in the ownership of such Guarantor. Each Guarantor further agrees that each its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not merely a guarantee of collection. (c) Each 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 Guarantors Guaranteed Obligations. Except as expressly set forth in Sections 8.01, 10.02 or 10.05, 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 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 or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. ▇▇▇▇-▇▇▇▇-▇▇▇▇ Each Guarantor further agrees that its Guarantee herein shall continue to waive presentment tobe effective or be reinstated, demand as the case may be, if at any time payment, or any part thereof, of payment from principal of or interest and protest to premium on any Obligation is rescinded or must otherwise be restored by any Holder 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 Personright 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 and premium on any Notes 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 Notes 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 Holders, the Trustee or the Collateral Agent, as applicable, 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 Company to the Holders, the Trustee or the Collateral Agent. Each Guarantor further agrees that, as between it, on the one hand, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpaymentthe Holders, the filing Trustee and the Collateral Agent, on the other hand, (i) the maturity of claims with a court the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of such Guarantor’s Note 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 merger or bankruptcy any declaration of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security 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 Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee acceleration of such GuarantorGuaranteed Obligations as provided in Article 6, to such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the extent theretofore discharged, shall be reinstated in full force and effect. (e) purposes of this Section. Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred Incurred by the Trustee Trustee, the Collateral Agent or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Section. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each GuarantorGuarantor party hereto unconditionally guarantees, as a primary obligor and not merely as a surety, will fullyjointly and severally (solidarily) with each other Guarantor party hereto, irrevocably and unconditionally guarantee, to 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 successors and assigns (i) the full due and punctual payment of the principal of and interest on the Securities Revolving Loans and the Term Loans and of all other Obligations, when and as due, whether at maturity, by acceleration, by redemption notice or prepayment or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. (a) . Each of the Guarantors Guarantor party hereto further agrees that the Obligations may be extended and renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its obligations hereunder shall be unconditional irrespective of the absence guarantee notwithstanding any extension or existence renewal of any action to enforce Obligations. To the samefullest extent permitted by law, the recovery of any judgment against the Company or any other each Guarantor (except to the extent such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive party hereto waives presentment to, demand of payment from and protest to any of the Company Borrowers or any other PersonPerson of any of the Obligations, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, guarantee and notice of protest for nonpayment. To the fullest extent permitted by law, the filing of claims with a court in the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors a Guarantor party hereto hereunder shall not be affected by any (a) the failure or policy on the part of the Trustee Administrative 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 provisions of this Agreement or any of the other Loan Documents or otherwise; (b) any rescission, waiver, amendment or modification of any of the terms or 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 Administrative Agent or any Lender for any of the Obligations; or (d) the failure of the Administrative Agent or any Lender to exercise any right or remedy under this Indenture against any other Guarantor of the Obligations. 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 Administrative Agent or any Lender to any security (if any) held for payment of the Securities Obligations or to any balance of any series. (d) The obligation deposit account or credit on the books of the Administrative Agent or any Lender in favor of any Borrower or any other Person, each Guarantor hereby waiving the benefits of division and discussion. To the fullest extent permitted by law, the obligations of each Guarantor party hereto hereunder shall not be subject to make any payment reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, compensation, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by law, the obligations of each Guarantor party hereto hereunder may shall not be satisfied discharged or impaired or otherwise affected by causing the Company failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or under any other Loan Document, any guarantee or any other Person to make such payment. If agreement, by any Holder waiver or modification of any Security or the Trustee is required provision thereof, by any court 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 continue to return to be effective or be reinstated, as the Company or case may be, if at any Guarantortime payment, or any custodianpart thereof, trusteeof principal or of interest on any Obligation or any other Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy or reorganization of any Borrower or otherwise. Each Guarantor hereby acknowledges that the Obligations include, liquidator without limitation, any cost or other similar official acting expense which is of the nature of extra-judicial professional fees payable by the Administrative Agent or any Lender in relation to accordance with any of the Company Loan Documents for services required by the Administrative Agent or any Guarantor, any amount paid Lender in order to recover the capital and interest secured by any of them security interest entered into by any Loan Party or to conserve the property charged thereunder even if such cost or expense cannot be secured by such security interest. Each Guarantor undertakes to indemnify the Administrative Agent and each Lender with respect to all such costs and expenses. Each Guarantor party hereto hereby subordinates to the Trustee or such Holder, the Guarantee Obligations all rights of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force subrogation against each Borrower and effect. (e) Each Guarantor also agrees to pay any its property and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generallyindemnification, contribution and reimbursement from each Borrower and its property, in each case in connection with this guarantee and any payments made hereunder, and regardless of whether such rights arise by operation of law, pursuant to contract or otherwise.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms Holdings and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantoreach Guarantor hereby unconditionally and irrevocably guarantees, as primary obligor jointly and not merely as surety, will fully, irrevocably and unconditionally guaranteeseverally, to 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 successors and assigns (ia) the full and punctual payment of principal of of, and interest on on, the Securities Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities Notes and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. Notes (a) Each of all the Guarantors foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor further agrees agree that its obligations hereunder shall the Guaranteed Obligations may be unconditional irrespective of the absence extended or existence renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any action to enforce the same, the recovery of any judgment against the Company or any other Guaranteed Obligation. Holdings and each Guarantor (except to the extent such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive presentment waives presentation to, demand of of, payment from and protest to the Company or of any other Person, of the Guaranteed Obligations and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, . Holdings and each Guarantor waive notice of any default under the filing Notes or the Guaranteed Obligations. The obligations of claims with a court in Holdings and each Guarantor hereunder shall not be affected by (a) the event failure of merger any Holder or bankruptcy of the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person and any right to require a proceeding first against under this Indenture, the Company Notes or any other Person. The obligations agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the Guarantors shall not be affected terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or against any other Person to make such payment. If any Holder of any Security 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 guarantor of the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.Obligations; or

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each GuarantorGuarantor party hereto unconditionally guarantees, as a primary obligor and not merely as a surety, will fullyjointly and severally (solidarily) with each other Guarantor party hereto, irrevocably and unconditionally guarantee, to 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 successors and assigns (i) the full due and punctual payment of the principal of and interest on the Securities Term Loans and of all other Obligations, when and as due, whether at maturity, by acceleration, by redemption notice or prepayment or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. (a) . Each of the Guarantors Guarantor party hereto further agrees that the Obligations may be extended and renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its obligations hereunder shall be unconditional irrespective of the absence guarantee notwithstanding any extension or existence renewal of any action to enforce Obligations. To the samefullest extent permitted by law, the recovery of any judgment against the Company or any other each Guarantor (except to the extent such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive party hereto waives presentment to, demand of payment from and protest to any of the Company Borrowers or any other PersonPerson of any of the Obligations, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, guarantee and notice of protest for nonpayment. To the fullest extent permitted by law, the filing of claims with a court in the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors a Guarantor party hereto hereunder shall not be affected by any (a) the failure or policy on the part of the Trustee Administrative 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 provisions of this Agreement or any of the other Loan Documents or otherwise; (b) any rescission, waiver, amendment or modification of any of the terms or 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 Administrative Agent or any Lender for any of the Obligations; or (d) the failure of the Administrative Agent or any Lender to exercise any right or remedy under this Indenture against any other Guarantor of the Obligations. 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 Administrative Agent or any Lender to any security (if any) held for payment of the Securities Obligations or to any balance of any series. (d) The obligation deposit account or credit on the books of the Administrative Agent or any Lender in favor of any Borrower or any other Person, each Guarantor hereby waiving the benefits of division and discussion. To the fullest extent permitted by law, the obligations of each Guarantor party hereto hereunder shall not be subject to make any payment reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, compensation, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by law, the obligations of each Guarantor party hereto hereunder may shall not be satisfied discharged or impaired or otherwise affected by causing the Company failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or under any other Loan Document, any guarantee or any other Person to make such payment. If agreement, by any Holder waiver or modification of any Security or the Trustee is required provision thereof, by any court default, failure or delay, willful or otherwise, in the 72 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 continue to return to be effective or be reinstated, as the Company or case may be, if at any Guarantortime payment, or any custodianpart thereof, trusteeof principal or of interest on any Obligation or any other Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy or reorganization of any Borrower or otherwise. Each Guarantor hereby acknowledges that the Obligations include, liquidator without limitation, any cost or other similar official acting expense which is of the nature of extra-judicial professional fees payable by the Administrative Agent or any Lender in relation to accordance with any of the Company Loan Documents for services required by the Administrative Agent or any Guarantor, any amount paid Lender in order to recover the capital and interest secured by any of them security interest entered into by any Loan Party or to conserve the property charged thereunder even if such cost or expense cannot be secured by such security interest. Each Guarantor undertakes to indemnify the Administrative Agent and each Lender with respect to all such costs and expenses. Each Guarantor party hereto hereby subordinates to the Trustee or such Holder, the Guarantee Obligations all rights of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force subrogation against each Borrower and effect. (e) Each Guarantor also agrees to pay any its property and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generallyindemnification, contribution and reimbursement from each Borrower and its property, in each case in connection with this guarantee and any payments made hereunder, and regardless of whether such rights arise by operation of law, pursuant to contract or otherwise.

Guarantees. Any series of Securities may be guaranteed by one or more Subject to this Article XI, Article XII and Section 14.18, each of the Subsidiaries Guarantors and each Additional Guarantor hereby fully, unconditionally and irrevocably guarantees, commencing upon issuance of the Company or other Persons. The terms and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantor, Notes as primary obligor and not merely as surety, will fully, irrevocably and unconditionally guarantee, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) Notes and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, interest, and Additional Amounts, if any, on the Notes and all other monetary payment obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and foregoing being hereinafter collectively called the Securities. (a) “Senior Subordinated Obligations”). Each of the Guarantors and each Additional 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 or any other Guarantor (except to the extent such judgment is paidpermitted by law) that the Senior Subordinated 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 XI notwithstanding any waiver extension or amendment renewal of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Senior Subordinated Obligation. Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. any Additional Guarantor waives (cto the extent permitted by law) Each of the Guarantors further agrees to waive presentment presentation to, demand of payment from and protest to the Company or of any other Person, of the Senior Subordinated Obligations and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, (to the extent permitted by law) notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy . Each of the Company or any other Person Guarantors and any Additional Guarantor waives (to the extent permitted by law) notice of any default under the Notes or the Senior Subordinated Obligations. The obligations of each of the Guarantors and any Additional Guarantor hereunder shall not (to the extent permitted by law) be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right to require a proceeding first or remedy against the Company or any other Personperson 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 Trustee for the Senior Subordinated Obligations or any of them; or (e) any change in the ownership of the Company. Each of the Guarantors and any Additional Guarantor further agrees that each Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives (to the extent permitted by law) any right to require that any resort be had by any Holder to any security held for payment of the Senior Subordinated Obligations. The obligations of each of the Guarantors and any Additional Guarantor hereunder (to the extent permitted by law) shall, subject to this Article XI, Article XII and Section 14.18, not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Senior Subordinated 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 Senior Subordinated Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors and any Additional Guarantor herein (to the extent permitted by law) shall, subject to this Article XI, Article XII and Section 14.18, not be discharged or impaired or otherwise affected by the failure of any failure Holder to assert any claim or policy on the part of the Trustee demand or to exercise enforce any right or remedy under this Indenture or Indenture, the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company Notes or any other Person to make such payment. If agreement, by any Holder waiver or modification of any Security or the Trustee is required thereof, by any court default, failure or delay, willful or otherwise, in the performance of the Senior Subordinated Obligations, or by any other act or thing or omission or delay to do any other act or thing which would otherwise to return to operate as a discharge of any of the Company Guarantors or any GuarantorAdditional Guarantor as a matter of law or equity. Subject to Section 11.5, each of the Guarantors and any Additional Guarantor further agrees that each Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any custodianpart thereof, trusteeof principal of, liquidator premium, if any, or other similar official acting in relation to interest, or Additional Amounts, if any, on any of the Senior Subordinated Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. Subject to the provisions of Section 11.3 hereof, in furtherance of the foregoing and not in limitation of any Guarantor, other right which any amount paid by Holder has at law or in equity against any of them the Guarantors and any Additional Guarantor by virtue hereof, upon the failure of the Company to pay any of the Senior Subordinated Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each of the Guarantors and any Additional 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 Trustee or such Holder, for and on behalf of itself and the Guarantee Holders an amount equal to the unpaid amount of such Guarantor, Senior Subordinated Obligations then due and owing. Payments made under this guarantee shall be made to the Trustee on behalf of the Holders. The Company further agrees (to the extent theretofore dischargedpermitted by law) that, as between it, on the one hand, and the Holders, on the other hand, but subject always to Section 12.2 hereof, (x) the maturity of the Senior Subordinated Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of the Guarantees herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Senior Subordinated Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Senior Subordinated Obligations, such Senior Subordinated Obligations (whether or not then due and payable) shall be reinstated in full force forthwith become due and effect. (e) Each payable by each of the Guarantors and any Additional Guarantor for the purposes of this Senior Subordinated Guarantee. The Guarantors and any Additional Guarantor also agrees agree to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities the Holders in enforcing any of their respective rights under its Guaranteesthis Section. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the (a) The Restricted Subsidiaries of the Company or other Persons. The terms that Guarantee borrowings under the Credit Agreement, and certain future Subsidiaries of the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each GuarantorCompany, as primary obligor obligors and not merely as suretysureties, will fullyhereby jointly and severally, irrevocably and unconditionally guarantee, to each Holder of Securities (including each Holder of Securities issued under Guarantee on an unsecured senior basis the Indenture after the date of this Indenture) performance and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturityStated Maturity, by acceleration, by redemption acceleration or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities Notes, whether for payment of principal of or interest on the Notes, expenses, indemnification or otherwise (all such obligations guaranteed by such Guarantors being herein 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 (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company that each such Guarantor shall remain bound under this Indenture and the SecuritiesArticle 10 notwithstanding any extension or renewal of any Guaranteed Obligation. (ab) Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guarantors further agrees that its 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 unconditional irrespective of affected by (i) the absence or existence failure of any action Holder or the Trustee to assert any claim or demand or to enforce the same, the recovery of any judgment right or remedy against the Company or any other Guarantor (except to Person under this Indenture, the extent such judgment is paid) Notes or any waiver other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture Indenture, the Notes or any other agreement; (iv) the release of any security held by any Holder or the Securities to Trustee for the extent that any such action Guaranteed Obligations or any similar action would otherwise constitute a legal of them; (v) the failure of any Holder or equitable discharge Trustee to exercise any right or defense remedy against any other guarantor of a guarantor the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except that each such waiver or amendment shall be effective as provided in accordance with its termsSection 10.02(b). (bc) 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 Guarantors 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 each its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not merely 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. (ce) Each Except as expressly set forth in Sections 9.01 and 10.02, 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 Guarantors 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 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 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 9.01 and 10.02, 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 waive presentment tobe effective or be reinstated, demand as the case may be, if at any time payment, or any part thereof, of payment from and protest to 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 Personright 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 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 Holders or 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 law) and (iii) all other monetary obligations of the Company to the Holders and the Trustee. (h) Each Guarantor agrees that, as between it, on the one hand, and also waives diligencethe Holders and the Trustee, notice on the other hand, (i) the maturity of acceptance the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 7 for the purposes of its Guaranteeany Guarantee herein, presentmentnotwithstanding any stay, demand for paymentinjunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, notice of protest for nonpayment, the filing of claims with a court and (ii) in the event of merger any declaration of acceleration of such Guaranteed Obligations as provided in Article 7, such Guaranteed Obligations (whether or bankruptcy not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any seriesSection 10.01. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security 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 Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (ei) Each Guarantor also agrees to pay pay, in addition to the amount stated above, any and all reasonable costs and expenses (including reasonable attorneys’ feescounsel fees and expenses) incurred by the Trustee or any Holder of Securities the Holders in enforcing any of their respective rights under its Guaranteesthis Section 10.01. (fj) Any term Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or provision proper to carry out more effectively the purpose of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generallyIndenture.

Guarantees. Any series of Securities may be guaranteed by one or more of (a) On and after the Subsidiaries of the Company or other Persons. The terms Issue Date, each Guarantor hereby jointly and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorseverally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as surety, will fully, irrevocably and unconditionally guaranteea surety on a senior basis, to 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 successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and of all other monetary obligations of the Company Issuer under this Indenture (including obligations to the Trustee) and the Securities 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 Issuer under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities. Notes (a) all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each of the Guarantors Guarantor further agrees that its obligations hereunder 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 be unconditional irrespective of the absence remain bound under this Article 10 notwithstanding any extension or existence renewal of any action to enforce Guaranteed Obligation. The Guaranteed Obligations of a Guarantor will be secured by security interests in the same, the recovery of any judgment against the Company or any other Collateral owned by such Guarantor (except to the extent such judgment is paid) or any waiver or amendment of provided for in the provisions of this Indenture or the Securities Security Documents and as required pursuant to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms)Sections 4.12 and 4.14. (b) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive presentment Guarantor waives presentation to, demand of payment from and protest to the Company or Issuer of any other Person, of the Guaranteed Obligations and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, . Each Guarantor waives notice of any default under the filing of claims with a court in Notes or the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding first against the Company or any other PersonGuaranteed Obligations. The obligations of the Guarantors 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 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 the First Lien Collateral Agent for the benefit of Holders and the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or policy on the part of the Trustee to exercise any right or remedy under this Indenture against any other guarantor of the Guaranteed Obligations; or (vi) any change in the Securities ownership of such Guarantor, except as provided in Section 10.02(b). (c) Each Guarantor hereby waives any seriesright 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) The obligation 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 the First Lien Collateral Agent on behalf of the Holders and 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 and 10.06, the obligations of each Guarantor hereunder shall not be subject to make any payment hereunder may reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be satisfied subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by causing reason of the Company 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 Notes, any Security Document or any other Person to make such payment. If agreement, by any Holder waiver or modification of any Security or the Trustee is required thereof, by any court default, failure or otherwise to return to delay, willful or otherwise, in the Company or any Guarantorperformance of the obligations, or by any custodian, trustee, liquidator other act or thing or omission or delay to do any other similar official acting act or thing which may or might in relation any manner or to any extent vary the risk of the Company any Guarantor or would otherwise operate as a discharge of any Guarantor, any amount paid by any Guarantor as a matter of them to the Trustee law or such Holder, the equity. (f) Each Guarantor agrees that its Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated remain in full force and effecteffect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (eg) 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 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 Holders or 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 Issuer to the Holders and the Trustee. (h) 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 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 reasonable costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Section 10.01. (fj) Any term Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or provision proper to carry out more effectively the purpose of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generallyIndenture.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantor, and each Borrower with respect to the Obligations of the other Borrower, unconditionally guarantees, as a primary obligor and not merely as a surety, will fullyjointly and severally with each other Guarantor, irrevocably and unconditionally guarantee, to 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 successors and assigns (i) the full due and punctual payment of the principal of and interest on each of the Securities Notes, when and as due, whether at maturity, by acceleration, by redemption notice of prepayment or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (ii) the full due and punctual payment and performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. (a) Obligations. Each of the Guarantors Guarantor further agrees that the Obligations may be extended and renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its obligations hereunder shall be unconditional irrespective of the absence guarantee notwithstanding any extension or existence renewal of any action to enforce the same, the recovery of any judgment against the Company or any other Obligations. Each Guarantor (except to the extent such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive waives presentment to, demand of payment from and protest to the Company or Borrowers of any other Personof the Obligations, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, guarantee and notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors a Guarantor hereunder shall not be affected by (a) the failure of any failure Lender or policy on the part Agent to assert any claim or demand or to enforce any right or remedy against the Borrowers or any other Guarantor under the provisions of this Agreement, the Notes or any of the Trustee other Loan Documents or otherwise; (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes, any of the other Loan Documents, any guarantee or any other agreement; (c) the release of any security held by the Agent for the Obligations or any of them; (d) the failure of any Lender or the Agent to exercise any right or remedy under this Indenture against any other Guarantor of the Obligations; or (e) the failure of any Lender or the Securities Agent to take, register, perfect or preserve any security for any of the Obligations. 102 108 Each Guarantor 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 (including, without limitation, any Collateral) held for payment of the Obligations or to any balance of any series. (d) deposit account or credit on the books of any Lender or the Agent in favor of any of the Borrowers or any other person. The obligation obligations of each Guarantor hereunder shall not be subject to make any payment reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder may shall not be satisfied discharged or impaired or otherwise affected by causing the Company failure of the Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement, the Notes or under any other Loan Document, any guarantee or any other Person to make such payment. If agreement, by any Holder waiver or modification of any Security or the Trustee is required provision thereof, by any court default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or omission which may or might otherwise in any manner or to any extent vary the risk or reduce or extinguish the liability of such Guarantor or otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor further agrees that its guarantee shall be a continuing guarantee and shall stand as a guarantee of full and final payment and performance of all Obligations from time to return time and shall continue to be effective or be reinstated, as the Company or case may be, if at any Guarantortime payment, or any custodianpart thereof, trustee, liquidator of principal of or other similar official acting in relation to interest on any Obligation is rescinded or must otherwise be returned by the Agent or any Lender upon the bankruptcy or reorganization of any of the Company Borrowers or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) otherwise. Each Guarantor also agrees to pay any hereby waives and releases in favor of the Lenders and the Agent all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee rights of subrogation against or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount respect of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the Borrowers and its property and all rights of creditors generallyindemnification, contribution and reimbursement from each of the Borrowers and its property, in each case in connection with this guarantee and any payments made hereunder, and regardless of whether such rights arise by operation of law, pursuant to contract or otherwise until such time as the Obligations have been fully and finally performed and paid.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each GuarantorGuarantor party hereto unconditionally guarantees, as a primary obligor and not merely as a surety, will fullyjointly and severally (solidarily) with each other Guarantor party hereto, irrevocably and unconditionally guarantee, to 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 successors and assigns (i) the full HOUSTON\2261364 due and punctual payment of the principal of and interest on the Securities New Term Loans and of all other Obligations, when and as due, whether at maturity, by acceleration, by redemption notice or prepayment or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. (a) . Each of the Guarantors Guarantor party hereto further agrees that the Obligations may be extended and renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its obligations hereunder shall be unconditional irrespective of the absence guarantee notwithstanding any extension or existence renewal of any action to enforce Obligations. To the samefullest extent permitted by law, the recovery of any judgment against the Company or any other each Guarantor (except to the extent such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive party hereto waives presentment to, demand of payment from and protest to the Company Borrower or any other PersonPerson of any of the Obligations, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, guarantee and notice of protest for nonpayment. To the fullest extent permitted by law, the filing of claims with a court in the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors a Guarantor party hereto hereunder shall not be affected by any (a) the failure or policy on the part of the Trustee Administrative Agent or any Lender to assert any claim or demand or to enforce any right or remedy against Borrower or any other Guarantor under the provisions of this Agreement or any of the other Loan Documents or otherwise; (b) any rescission, waiver, amendment or modification of any of the terms or 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 Administrative Agent or any Lender for any of the Obligations; or (d) the failure of the Administrative Agent or any Lender to exercise any right or remedy under this Indenture against any other Guarantor of the Obligations. 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 Administrative Agent or any Lender to any security (if any) held for payment of the Securities Obligations or to any balance of any series. (d) The obligation deposit account or credit on the books of the Administrative Agent or any Lender in favor of Borrower or any other Person, each Guarantor hereby waiving the benefits of division and discussion. To the fullest extent permitted by law, the obligations of each Guarantor party hereto hereunder shall not be subject to make any payment reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, compensation, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by law, the obligations of each Guarantor party hereto hereunder may shall not be satisfied discharged or impaired or otherwise affected by causing the Company failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or under any other Loan Document, any guarantee or any other Person to make such payment. If agreement, by any Holder waiver or modification of any Security or the Trustee is required provision thereof, by any court 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 continue to return to be effective or be reinstated, as the Company or case may be, if at any Guarantortime payment, or any custodianpart thereof, trusteeof principal or of interest on any Obligation or any other Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy or reorganization of Borrower or otherwise. HOUSTON\2261364 Each Guarantor hereby acknowledges that the Obligations include, liquidator without limitation, any cost or other similar official acting expense which is of the nature of extra-judicial professional fees payable by the Administrative Agent or any Lender in relation to accordance with any of the Company Loan Documents for services required by the Administrative Agent or any Guarantor, any amount paid Lender in order to recover the capital and interest secured by any of them security interest entered into by any Loan Party or to conserve the property charged thereunder even if such cost or expense cannot be secured by such security interest. Each Guarantor undertakes to indemnify the Administrative Agent and each Lender with respect to all such costs and expenses. Each Guarantor party hereto hereby subordinates to the Trustee or such Holder, the Guarantee Obligations all rights of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force subrogation against Borrower and effect. (e) Each Guarantor also agrees to pay any its property and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generallyindemnification, contribution and reimbursement from Borrower and its property, in each case in connection with this guarantee and any payments made hereunder, and regardless of whether such rights arise by operation of law, pursuant to contract or otherwise.

Guarantees. Any series Each Guarantor of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms hereby unconditionally and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorirrevocably guarantees, as primary obligor jointly and not merely as suretyseverally, will fully, irrevocably and unconditionally guarantee, on an unsecured senior basis to 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 successors and assigns (ia) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations with respect to the Trustee) and the Securities and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and with respect to the Securities. Securities (a) all the foregoing, being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor of the Guarantors Securities further agrees that its obligations hereunder shall the Guaranteed Obligations may be unconditional irrespective extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any obligation. Each Guarantor of Securities waives presentation to, demand of, payment from and protest to the Company of any of the absence or existence Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor of Securities waives notice of any action default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder of Securities shall not be affected by (1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce the same, the recovery of any judgment right or remedy against the Company or any other Guarantor Person (except including any Guarantor) under this Indenture with respect to the extent such judgment is paid) Securities or any waiver 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 or any other agreement; (4) the release of any security held by any Holder or the Securities to Trustee for the extent that any such action Guaranteed Obligations or any similar action would otherwise constitute a legal of them; (5) the failure of any Holder or equitable discharge the Trustee to exercise any right or defense of a remedy against any other guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors Guaranteed Obligations; or (6) except as set forth in Section 11.06, any change in the ownership of such Guarantor. Each Guarantor of Securities further agrees that each its Securities Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not merely a guarantee of collection. (c) Each 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 Guarantors Guaranteed Obligations. Except as expressly set forth in Sections 9.01, 11.02, 11.06 or 11.07, the obligations of each Guarantor of Securities 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 of Securities 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 with respect to 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 or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor of Securities further agrees that its Securities Guarantee herein shall continue to waive presentment tobe effective or be reinstated, demand as the case may be, if at any time payment, or any part thereof, of payment from principal of (and protest to premium, if any) or interest on any obligation is rescinded or must otherwise be restored by any Holder 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 Personright which any Holder of Securities 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 (and premium, if any) 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 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 (C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Each Guarantor of Securities agrees that, as between it, on the one hand, and also waives diligencethe Holders and the Trustee, notice on the other hand, (i) the maturity of acceptance the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of its Guaranteesuch Guarantor’s Securities Guarantee herein, presentmentnotwithstanding any stay, demand for paymentinjunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, notice of protest for nonpayment, the filing of claims with a court and (ii) in the event of merger or bankruptcy any declaration of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security 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 Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee acceleration of such GuarantorGuaranteed Obligations as provided in Article 6, to such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the extent theretofore discharged, shall be reinstated in full force and effect. (e) purposes of this Section 11.01. Each Guarantor of Securities also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Section 11.01. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of (a) On and after the Subsidiaries of the Company or other Persons. The terms Issue Date, each Guarantor hereby jointly and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorseverally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as surety, will fully, irrevocably and unconditionally guaranteea surety on a senior basis, to 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 successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and of all other monetary obligations of the Company Issuer under this Indenture (including obligations to the Trustee) and the Securities 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 Issuer under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities. Notes (a) all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each of the Guarantors Guarantor further agrees that its obligations hereunder 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 be unconditional irrespective of the absence remain bound under this Article 10 notwithstanding any extension or existence renewal of any action to enforce Guaranteed Obligation. The Guaranteed Obligations of a Guarantor will be secured by security interests in the same, the recovery of any judgment against the Company or any other Collateral owned by such Guarantor (except to the extent such judgment is paid) or any waiver or amendment of provided for in the provisions of this Indenture or the Securities Security Documents and as required pursuant to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms)Sections 4.12 and 4.14. (b) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive presentment Guarantor waives presentation to, demand of payment from and protest to the Company or Issuer of any other Person, of the Guaranteed Obligations and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, . Each Guarantor waives notice of any default under the filing of claims with a court in Notes or the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding first against the Company or any other PersonGuaranteed Obligations. The obligations of the Guarantors 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 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 the Collateral Agent for the benefit of Holders and the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or policy on the part of the Trustee to exercise any right or remedy under this Indenture against any other guarantor of the Guaranteed Obligations; or (vi) any change in the Securities ownership of such Guarantor, except as provided in Section 10.02(b). (c) Each Guarantor hereby waives any seriesright 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) The obligation 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 the Collateral Agent on behalf of the Holders and 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 and 10.06, the obligations of each Guarantor hereunder shall not be subject to make any payment hereunder may reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be satisfied subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by causing reason of the Company 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 Notes, any Security Document or any other Person to make such payment. If agreement, by any Holder waiver or modification of any Security or the Trustee is required thereof, by any court default, failure or otherwise to return to delay, willful or otherwise, in the Company or any Guarantorperformance of the obligations, or by any custodian, trustee, liquidator other act or thing or omission or delay to do any other similar official acting act or thing which may or might in relation any manner or to any extent vary the risk of the Company any Guarantor or would otherwise operate as a discharge of any GuarantorGuarantor as a matter of law or equity. (f) Each Guarantor agrees that, any amount paid by any of them subject to the Trustee or such HolderSection 10.02, the its Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated remain in full force and effecteffect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (eg) 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 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 Holders or 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 Issuer to the Holders and the Trustee. (h) 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 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 reasonable costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Section 10.01. (fj) Any term Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or provision proper to carry out more effectively the purpose of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generallyIndenture.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms (a) Each Guarantor hereby jointly and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorseverally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, will fully, irrevocably and unconditionally guarantee, to 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 successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and of all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities Notes, whether for payment of principal of, or premium or interest on the Notes and all other monetary obligations of the Company under this 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 this Indenture and the Securities. Notes (a) all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each of the Guarantors Guarantor further agrees that its obligations hereunder shall the Guaranteed Obligations may be unconditional irrespective of the absence extended or existence of any action to enforce the samerenewed, the recovery of any judgment against the Company in whole or any other Guarantor (except to the extent in part, without notice or further assent from each such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except Guarantor, and that each such waiver Guarantor shall remain bound under this Article Ten notwithstanding any extension or amendment shall be effective in accordance with its terms)renewal of any Guaranteed Obligation. (b) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive presentment Guarantor waives presentation to, demand of payment from and protest to the Company or of any other Person, of the Guaranteed Obligations and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, . Each Guarantor waives notice of any Default under the filing Notes or the Guaranteed Obligations. The obligations of claims with a court in each Guarantor hereunder shall not be affected by (i) the event failure of merger any Holder or bankruptcy of the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person and any right to require a proceeding first against under this Indenture, the Company Notes or any other Person. The obligations agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the Guarantors shall not be affected 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 of them; (v) the failure of any Holder or policy on the part of the Trustee to exercise any right or remedy under this Indenture against any other guarantor of the Guaranteed Obligations; or (vi) any change in the Securities ownership of such Guarantor, except as provided in Section 10.05. (c) Each Guarantor hereby waives any seriesright 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 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) The obligation Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of each Guarantor payment, performance and compliance when due (and not a guarantee of collection) and waives any right to make require that any payment hereunder may resort be satisfied had by causing the Company or any other Person to make such payment. If any Holder of any Security 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 security held for payment of the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effectGuaranteed Obligations. (e) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms Guarantors hereby unconditionally guarantee, on a senior unsecured basis and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantor, as primary obligor and not merely as surety, will fully, irrevocably jointly and unconditionally guaranteeseverally with each other Guarantor, to 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 successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes, all other monetary obligations and liabilities of the Company under this Indenture (including obligations to without limitation interest accruing after the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. (a) Each of the Guarantors further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence filing of any action to enforce petition in bankruptcy, or the same, the recovery commencement of any judgment against insolvency, reorganization or like proceeding, relating to the Company or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and any and all costs (including reasonable counsel fees and expenses) Incurred by the trustee or the Holders in enforcing any rights under the Note Guarantees (all the foregoing being hereinafter collectively called the "Obligations"). The Obligations of Guarantors under the Note Guarantees shall rank equally in right of payment with other Guarantor (Indebtedness of such Guarantor, except to the extent such judgment other Indebtedness is paid) or any waiver or amendment of expressly subordinated to the provisions of this Indenture or obligations arising under the Securities Note Guarantee. Each 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 that it shall remain bound under this Article X notwithstanding any such action extension or renewal of any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Obligation. Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive presentment Guarantor waives presentation to, demand of payment from and protest to the Company or of any other Person, of the Obligations and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, . Each Guarantor waives notice of any default under the filing Notes or the Obligations. The obligations of claims with a court in each Guarantor hereunder shall not be affected by (a) the event failure of merger any Holder to assert any claim or bankruptcy of the Company demand or any other Person and to enforce any right to require a proceeding first or remedy against the Company or any other Person. The obligations 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 Guarantors shall not be affected terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any failure Holder or policy on the part of the Trustee for the Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy under this Indenture against any other Guarantor; or (f) any change in the Securities ownership of the Company. Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any series. (d) right to require that any resort be had by any Holder to any security held for payment of the Obligations. The obligation obligations of each Guarantor hereunder shall not be subject to make any reduction, limitation, impairment or termination for any reason (other than payment hereunder may of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be satisfied subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by causing reason of the Company invalidity, illegality or unenforceability of the 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 to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other Person to make such payment. If agreement, by any Holder waiver or modification of any Security 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 such Guarantor as a matter of law or equity. Each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Obligations or such Guarantor is released from its Guarantee upon the merger or the Trustee is required by any court sale of all the Capital Stock or assets of the Guarantor in compliance with Section 10.2 or otherwise in accordance with the terms of this Indenture. Each Guarantor further agrees that its Guarantee herein shall continue to return to be effective or be reinstated, as the Company or case may be, if at any Guarantortime payment, or any custodianpart thereof, trustee, liquidator of principal of or other similar official acting in relation to interest on any of the 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 Guarantorother right which any Holder has at law or in equity against any Guarantor by virtue hereof, any amount paid by upon the failure of the Company to pay any of them the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, 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 Trustee or Holders an amount equal to the sum of (i) the unpaid amount of such HolderObligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). Each Guarantor further agrees that, the Guarantee of as between such Guarantor, to on the extent theretofore dischargedone 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 stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall be reinstated in full force forthwith become due and effect. (e) payable by the Guarantor for the purposes of this Guarantee. Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ ' fees) incurred by the Trustee or any Holder of Securities the Holders in enforcing any of their respective rights under its Guaranteesthis Section. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantor, as primary obligor and not merely as surety, will fully, irrevocably Guarantor hereby fully and unconditionally guaranteeguarantees, on an unsecured, senior basis to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) Notes and to the Trustee and its successors and assigns (ia) the full and punctual payment of principal of of, and interest and premium and Additional Amounts, if any, on the Securities 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 (including obligations with respect to the Trustee) and the Securities Notes and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company under this the Original Indenture and this Third Supplemental Indenture with respect to the Securities. Notes (a) Each of all the Guarantors foregoing hereinafter collectively called the “Guaranteed Obligations”). The Guarantor further agrees that its the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantor and 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 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 unconditional irrespective of affected by (1) the absence or existence failure of any action Holder or the Trustee to assert any claim or demand or to enforce the same, the recovery of any judgment right or remedy against the Company or any other Guarantor (except Person under the Original Indenture or this Third Supplemental Indenture with respect to the extent such judgment is paid) Notes or any waiver 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 the Original Indenture or the Securities this Third Supplemental Indenture with respect to the extent that any such action Notes or any similar action would otherwise constitute a legal other agreement; (4) the release of any security held by any Holder of Notes or equitable discharge the Trustee for the Guaranteed Obligations or defense any of a guarantor them; or (5) except that each such waiver or amendment shall be effective as set forth in accordance with its terms). (b) Each Section 7.1.6, any change in the ownership of the Guarantors Guarantor. The Guarantor further agrees that each its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not merely a guarantee of collection. (c) Each 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 Guarantors 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 Holder or the Trustee to assert any claim or 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 obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantor 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 waive presentment tothe Notes shall continue to be effective or be reinstated, demand as the case may be, if at any time payment, or any part thereof, of payment from and protest 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 Personright 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 (C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. The Guarantor agrees that, as between it, on the one hand, and also waives diligencethe Holders and the Trustee, notice on the other hand, (i) the maturity of acceptance the Guaranteed Obligations hereby may be accelerated as provided in Article 5 of its the Original Indenture for the purposes of the Guarantor’s Guarantee, presentmentnotwithstanding any stay, demand for paymentinjunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations with respect to the Notes guaranteed hereby, notice of protest for nonpayment, the filing of claims with a court and (ii) in the event of merger or bankruptcy any declaration of acceleration of such Guaranteed Obligations as provided in Article 5 of the Company Original Indenture, such Guaranteed Obligations (whether or any other Person not due and any right to require a proceeding first against payable) shall forthwith become due and payable by the Company or any other PersonGuarantor for the purposes of this Section 7.1.1. The obligations of the Guarantors shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security 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 Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Section 7.1.1. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms Each Guarantor hereby unconditionally and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorirrevocably guarantees, as primary obligor jointly and not merely as surety, will fully, irrevocably and unconditionally guaranteeseverally, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) and to the Trustee on behalf of the Holders and its successors and assigns (ia) the full due and punctual payment of principal of of, premium, if any, and interest on the Securities Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuers under this Indenture (including obligations to the Trustee) and the Securities Notes and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Indenture and the Securities. Notes (a) all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each of the Guarantors Guarantor further agrees that its obligations hereunder shall the Guaranteed Obligations may be unconditional irrespective of the absence extended or existence renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any action to enforce the same, the recovery of any judgment against the Company or any other Guaranteed Obligation. Each Guarantor (except to the extent such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive presentment to, demand of payment from and protest to the Company or any other Person, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for of payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger insolvency or bankruptcy of the Company or any other Person and Issuer, any right to require a proceeding first against the Company Issuer, protest, notice and all demands whatsoever. Each Guarantor waives notice of any default under the Notes or any other Personthe Guaranteed Obligations. The obligations of the Guarantors 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 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 Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or policy on the part of the Trustee to exercise any right or remedy under this Indenture against any other guarantor of the Guaranteed Obligations; or (f) except as provided in Section 10.06, any change in the Securities ownership of any series. (d) The obligation such Guarantor. Except as expressly set forth in Sections 10.02 and 10.06, the obligations of each Guarantor hereunder shall not be subject to make any payment hereunder may reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be satisfied subject to any defense of set-off, counterclaim, recoupment or termination whatsoever or by causing reason of the Company 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 Notes or any other Person agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to make do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. 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. If , or any part thereof, of principal of, premium, if any, or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder of any Security or the Trustee is required upon the bankruptcy or reorganization of the Issuer 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 any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of, premium, if any, or interest on any court obligation under the Notes or otherwise this Indenture when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to return perform or comply with any other obligation under the Notes or this Indenture, 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 Company Holders or any Guarantorthe Trustee an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations, or any custodian, trustee, liquidator or (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iii) all other similar official acting in relation monetary Guaranteed Obligations of the Issuer to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation 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, (x) the maturity of the Company or any Guarantor, any amount paid by any of them to Guaranteed Obligations hereby may be accelerated as provided in Section 6 for the Trustee or such Holder, the Guarantee purposes of such Guarantor’s Guarantee herein, to notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the extent theretofore dischargedobligations under the Notes or this Indenture guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall be reinstated in full force forthwith become due and effect. (e) payable by such Guarantor for the purposes of this Section. Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Article 10. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms (a) Each Note Guarantor hereby jointly and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorseverally, irrevocably and unconditionally guarantees on a unsecured senior basis, as a primary obligor and not merely as a surety, will fully, irrevocably and unconditionally guarantee, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) holder and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and of all other monetary obligations of the Company Issuer under this Indenture (including obligations to the Trustee) and the Securities 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 Issuer under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities. Notes (a) all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each of the Guarantors Note Guarantor further agrees that its obligations hereunder shall the Guaranteed Obligations may be unconditional irrespective of the absence extended or existence of any action to enforce the samerenewed, the recovery of any judgment against the Company in whole or any other Guarantor (except to the extent in part, without notice or further assent from each such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except Note Guarantor, and that each such waiver Note Guarantor shall remain bound under this Article 11 notwithstanding any extension or amendment shall be effective in accordance with its terms)renewal of any Guaranteed Obligation. (b) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive presentment Note Guarantor waives presentation to, demand of payment from and protest to the Company or Issuer of any other Person, of the Guaranteed Obligations and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, . Each Note Guarantor waives notice of any default under the filing of claims with a court in Notes or the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding first against the Company or any other PersonGuaranteed Obligations. The obligations of the Guarantors each Note Guarantor hereunder shall not be affected by (i) the failure of any failure holder or policy on the part 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 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 Note Guarantor; (v) the failure of any holder or Trustee to exercise any right or remedy under this Indenture against any other guarantor of the Guaranteed Obligations; or (vi) any change in the Securities ownership of such Note Guarantor, except as provided in Section 11.02(b). (c) Each Note Guarantor hereby waives any seriesright to which it may be entitled to have its obligations hereunder divided among the Note Guarantors, such that such Note Guarantor’s obligations would be less than the full amount claimed. Each Note Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or such Note Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Note Guarantor hereunder. Each Note 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 Note Guarantor. (d) The obligation Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of each Guarantor payment, performance and compliance when due (and not a guarantee of collection) and waives any right to make require that any payment hereunder may resort be satisfied had by causing the Company or any other Person to make such payment. If any Holder of any Security holder 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 security held for payment of the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effectGuaranteed Obligations. (e) The Note Guarantee of each Note Guarantor is, to the extent and in the manner set forth in Article 12, 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 Issuer and subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Secured Indebtedness of the relevant Note Guarantor and is made subject to such provisions of this Indenture. (f) Except as expressly set forth in Sections 8.01(b), 11.02 and 11.06, the obligations of each 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 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 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 Note Guarantor or would otherwise operate as a discharge of any Note Guarantor as a matter of law or equity. (g) Each Note Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Note 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 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 which any holder or the Trustee has at law or in equity against any Note 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 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 holders or 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 Issuer to the holders and the Trustee. (i) Each Note 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 and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Each Note 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 Note 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 Note Guarantor for the purposes of this Section 11.01. (j) Each Note Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred Incurred by the Trustee or any Holder of Securities holder in enforcing any of their respective rights under its Guaranteesthis Section 11.01. (fk) Any term Upon request of the Trustee, each Note Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or provision proper to carry out more effectively the purpose of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generallyIndenture.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantor, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally guarantee, to 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 successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. (a) Each of the Loan Guarantors further hereby acknowledges and agrees that its obligations hereunder shall be unconditional irrespective to the continuing authenticity and enforceability of each of the absence or existence Guarantees notwithstanding the agreements set forth herein. Each of any action to enforce the sameLoan Guarantors hereby ratify and reaffirm each of the Guarantees in their entirety, confirm the recovery continuing validity of any judgment against each of the Company or any other Guarantor (except 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 extent such judgment is paid) or any waiver or amendment Lenders and all remaining obligations of the provisions of this Indenture or the Securities Loan Parties to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms)Administrative Agent and the Lenders under the 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 further 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 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 claim or defense may presently exist or may arise in the future, each Guarantee constitutes a guarantee of paymentthe Loan Guarantors expressly waive any and all 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 time or manner of payment or performance and compliance and not merely of collection. the Obligations; (c) Each of the Guarantors further agrees to waive presentment to, demand of payment from any and protest to the Company all increases or any other Person, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court decreases in the event rate of merger interest or bankruptcy of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. charges; (d) The obligation the release, substitution or addition of each Guarantor to make any payment hereunder may be satisfied by causing the Company collateral or any other Person shareholder of the corporation; (e) any failure of Administrative Agent to make such payment. If give notice of default to the Loan Parties; (f) any Holder failure of any Security the Administrative Agent or the Trustee is required by any court Lenders to pursue the Loan Parties 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 Loan Parties’ property with due diligence; or (g) any Guarantor, any amount paid by any failure of them the Administrative Agent or the Lenders to resort to the Trustee Collateral or such Holder, the Guarantee of such Guarantor, to the extent theretofore discharged, shall remedies which may be reinstated in full force and effectavailable to it. (e) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms Holdings and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantoreach Guarantor hereby unconditionally and irrevocably guarantees, as primary obligor jointly and not merely as surety, will fully, irrevocably and unconditionally guaranteeseverally, to 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 successors and assigns (ia) the full and punctual payment of principal of and interest on the Securities Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities Notes and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor further agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each 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. Holdings and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) Each of the Guarantors further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence failure of any action Holder or the Trustee to assert any claim or demand or to enforce the same, the recovery of any judgment right or remedy against the Company or any other Guarantor (except to Person under this Indenture, the extent such judgment is paid) Notes or any waiver 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 Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Securities to Trustee for the extent that any such action Guaranteed Obligations or any similar action would otherwise constitute a legal of them; (e) the failure of any Holder or equitable discharge the Trustee to exercise any right or defense of a remedy against any other guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor further agrees agree that each its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not merely a guarantee of collection. (c) Each 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 Guarantors Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and 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 Holdings and 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 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 such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Guarantor further agrees that its Guarantee herein shall continue to waive presentment tobe effective or be reinstated, demand as the case may be, if at any time payment, or any part thereof, of payment from and protest to 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. In furtherance of the foregoing and not in limitation of any other Personright which any Holder or the Trustee has at law or in equity against Holdings or any 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, Holdings and 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 Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agree that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and also waives diligencethe Holders and the Trustee, notice on the other hand, (x) the maturity of acceptance the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of its GuaranteeHoldings’ or such Guarantor’s Guarantee herein, presentmentnotwithstanding any stay, demand for paymentinjunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, notice of protest for nonpayment, the filing of claims with a court and (y) in the event of merger any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or bankruptcy not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of the Company or any other Person this Section. Holdings and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security 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 Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor also agrees agree to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Section. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each GuarantorGuarantor party hereto unconditionally guarantees, as a primary obligor and not merely as a surety, will fullyjointly and severally (solidarily) with each other Guarantor party hereto, irrevocably and unconditionally guarantee, to 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 successors and assigns (i) the full due and punctual payment of the principal of and interest on the Securities Term Loans and of all other Obligations, when and as due, whether at maturity, by acceleration, by redemption notice or prepayment or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. (a) . Each of the Guarantors Guarantor party hereto further agrees that the Obligations may be extended and renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its obligations hereunder shall be unconditional irrespective of the absence guarantee notwithstanding any extension or existence renewal of any action to enforce Obligations. To the samefullest extent permitted by law, the recovery of any judgment against the Company or any other each Guarantor (except to the extent such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive party hereto waives presentment to, demand of payment from and protest to any of the Company Borrowers or any other PersonPerson of any of the Obligations, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, guarantee and notice of protest for nonpayment. To the fullest extent permitted by law, the filing of claims with a court in the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors a Guarantor party hereto hereunder shall not be affected by any (a) the failure or policy on the part of the Trustee Administrative 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 provisions of this Agreement or any of the other Loan Documents or otherwise; (b) any rescission, waiver, amendment or modification of any of the terms or 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 Administrative Agent or any Lender for any of the Obligations; or (d) the failure of the Administrative Agent or any Lender to exercise any right or remedy under this Indenture against any other Guarantor of the Obligations. 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 Administrative Agent or any Lender to any security (if any) held for payment of the Securities Obligations or to any balance of any series. (d) The obligation deposit account or credit on the books of the Administrative Agent or any Lender in favor of any Borrower or any other Person, each Guarantor hereby waiving the benefits of division and discussion. To the fullest extent permitted by law, the obligations of each Guarantor party hereto hereunder shall not be subject to make any payment reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, compensation, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by law, the obligations of each Guarantor party hereto hereunder may shall not be satisfied discharged or impaired or otherwise affected by causing the Company failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or under any other Loan Document, any guarantee or any other Person to make such payment. If agreement, by any Holder waiver or modification of any Security or the Trustee is required provision thereof, by any court 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 continue to return to be effective or be reinstated, as the Company or case may be, if at any Guarantortime payment, or any custodianpart thereof, trusteeof principal or of interest on any Obligation or any other Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy or reorganization of any Borrower or otherwise. Each Guarantor hereby acknowledges that the Obligations include, liquidator without limitation, any cost or other similar official acting expense which is of the nature of extra-judicial professional fees payable by the Administrative Agent or any Lender in relation to accordance with any of the Company Loan Documents for services required by the Administrative Agent or any Guarantor, any amount paid Lender in order to recover the capital and interest secured by any of them security interest entered into by any Loan Party or to conserve the property charged thereunder even if such cost or expense cannot be secured by such security interest. Each Guarantor undertakes to indemnify the Administrative Agent and each Lender with respect to all such costs and expenses. Each Guarantor party hereto hereby subordinates to the Trustee Obligations all rights of subrogation against each Borrower and its property and all rights of indemnification, contribution and reimbursement from each Borrower and its property, in each case in connection with this guarantee and any payments made hereunder, and regardless of whether such rights arise by operation of law, pursuant to contract or otherwise. The Guarantors hereby agree as among themselves that, if any Guarantor shall make an Excess Payment (as defined below), such Holder, the Guarantee Guarantor shall have a right of contribution from each other Guarantor in an amount equal to such other Guarantor's Contribution Share (as defined below) of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Excess Payment. The payment obligations of any Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.this

Guarantees. Any With respect to each series of Debt Securities may be guaranteed by one or more of to which this Article 11 is expressly made applicable, the Subsidiaries of the Company or other Persons. The terms Guarantor hereby unconditionally and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantor, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally guarantee, guarantees to 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 successors and assigns (ii)(a) the full and punctual payment of principal of and interest on the Debt Securities of such Holder when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company to the Holders and the Trustee under this Indenture (including obligations to the Trustee) and the Debt Securities and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. Debt Securities and (ii) in the case of any extension of time of payment or renewal of any Debt Securities or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal (all of the foregoing being hereinafter collectively called the “Guarantees”). The Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guarantees and also waives notice of protest for nonpayment. The Guarantor waives notice of any default under the Debt Securities or the Guarantees. The Guarantees hereunder shall not be affected by (a) Each 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 this Indenture, the Debt Securities 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 Guarantors terms or provisions of this Indenture, the Debt Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guarantees or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guarantees or (f) any change in the ownership of the Guarantor. The Guarantor further agrees that its Guarantees hereunder constitute a guarantee of payment, performance and compliance when due (and not a guarantee of collection). The Guarantor hereby agrees that its obligations hereunder shall be unconditional as principal and not merely as surety, and shall be absolute and unconditional, irrespective of the absence of, and shall be unaffected by, any invalidity, irregularity or existence of any action failure to enforce the sameprovisions of any Debt Security or this Indenture, or any waiver, modification, consent or indulgence granted to the Company with respect thereto (unless the same shall also be provided the Guarantor), by the Holder of any Debt Security or the Trustee, the recovery of any judgment against the Company or any other Guarantor (except action to enforce the extent such judgment is paid) same, or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall, without the consent of the Guarantor, increase the principal amount of a Debt Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantees 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 a guarantor (except setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantees or otherwise. Without limiting the generality of the foregoing, the Guarantor covenants that each such the Guarantees 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 Debt Securities or any other agreement, by any waiver or amendment shall be effective modification of any thereof, by any default, failure or delay, willful or otherwise, in accordance with its terms). (b) Each the performance of the Guarantors obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantor or would otherwise operate as a discharge of the Guarantor as a matter of law or equity. The Guarantor further agrees that each Guarantee constitutes a guarantee of the Guarantees shall continue to be effective or be reinstated, as the case may be, if at any time payment, performance and compliance and not merely or any part thereof, of collection. (c) Each principal, premium, if any, or interest on any Debt Security is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Guarantors further agrees to waive presentment to, demand of payment from and protest to the Company or otherwise. In furtherance of the foregoing and not in limitation of any other Personright 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, premium on, if any, or interest on any Debt Security 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 obligation under the Debt Securities, the 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 or the Trustee an amount equal to the sum of (i) the unpaid amount of such obligations under such Debt Securities, (ii) accrued and unpaid interest on such obligations under such Debt Securities (but only to the extent not prohibited by law) and (iii) all other monetary obligations with respect to such Debt Securities of the Company to the Holders and the Trustee. The Guarantor will be subrogated to all rights of the Holders against the Company in respect of any amount paid by the Guarantor pursuant to the provisions of the Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, premium on, if any, and also waives diligenceinterest on such Debt Securities shall have been paid in full. The Guarantor further agrees that, notice as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of acceptance the obligations with respect to the Debt Securities hereby may be accelerated as provided herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of its Guaranteethe obligations with respect to such Debt Securities, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court and (y) in the event of merger any declaration of acceleration of such obligations as provided herein, the Guarantees (whether or bankruptcy not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of the Company or any other Person and any right to require a proceeding first against the Company or any other Personthis Article 11. The obligations of the Guarantors shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security 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 Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Article 11. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms Each Guarantor listed below hereby fully, unconditionally and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorirrevocably guarantees, as primary obligor and not merely as surety, will fully, irrevocably jointly and unconditionally guaranteeseverally with each other Guarantor, to 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 successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of principal and all interest and other monetary obligations of the Company under this Indenture (including obligations Guaranteed Obligations with respect to the Trustee) and Company's $325,000,000 principal amount of 11% Senior Notes due 2012 in accordance with the Securities and (ii) terms set forth in the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. (a) Indenture. Each of the Guarantors 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 or any other Guarantor (except to the extent such judgment is paidpermitted by law) that the 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 Guarantee notwithstanding any waiver extension or amendment renewal of any Obligation. Each Guarantor hereby agrees to pay, in addition to the provisions of this Indenture amounts stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Securities to the extent that Holders in enforcing any such action or rights under any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Subsidiary Guarantee. Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive presentment Guarantor waives presentation to, demand of payment from and protest to the Company or of any other Person, of the Obligations and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, . Each Guarantor waives notice of any default under the filing Notes or the Obligations. The obligations of claims with a court in each Guarantor hereunder shall not be affected by (i) the event failure of merger any Holder to assert any claim or bankruptcy of demand or to enforce any right or remedy against the Company or any other Person and any right to require a proceeding first against under the Company Indenture, the Notes or any other Person. The obligations agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the Guarantors shall not be affected terms or provisions of the Indenture, the Notes or any other agreement; (iv) the release of any security held by any failure Holder or policy on the part of the Trustee for the Obligations or any of them; (v) the failure of any Holder to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or against any other Person Guarantor; or (vi) any change in the ownership of the Company. Each Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to make such payment. If require that any resort be had by any Holder of any Security 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 security held for payment of the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effectObligations. (e) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more Each of the Subsidiaries of the Company or other Persons. The terms Subsidiary Guarantors hereby fully unconditionally and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorirrevocably guarantees, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally guarantee, to each Holder of Securities (including the Notes of each Holder of Securities issued under the Indenture after the date of this Indenture) series and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to principal of and interest, if any, on the Trustee) Notes of the relevant series and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. Notes of each series (athe “Obligations”) to the Trustee and to the Holders. Each of the Subsidiary Guarantors 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 or any other Guarantor (except to the extent such judgment is paidpermitted by law) that the 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 Article X notwithstanding any waiver extension or amendment renewal of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Obligation. Each of the Subsidiary Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive presentment waives presentation to, demand of payment from and protest to the Company or of any other Person, of the Obligations and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy . Each of the Company Subsidiary Guarantors waives notice of any Default under the Notes or the Obligations. The obligations of each of the Subsidiary Guarantors hereunder shall not be affected by (a) the failure of any other Person and Holder to assert any claim or demand or to enforce any right to require a proceeding first or remedy against the Company or any other Personperson 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 Trustee for the Obligations or any of them; or (e) any change in the ownership of the Company. Each of the Subsidiary Guarantors further agrees that the 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 each of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than 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 of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any failure Holder to assert any claim or policy on the part of the Trustee demand or to exercise enforce any right or remedy under this Indenture or Indenture, the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company Notes or any other Person to make such payment. If agreement, by any Holder waiver or modification of any Security or the Trustee is required thereof, by any court 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 each of the Subsidiary Guarantors or would otherwise operate as a discharge of the Subsidiary Guarantors as a matter of law or equity. Each of the Subsidiary Guarantors further agrees that the Guarantee herein shall continue to return to be effective or be reinstated, as the Company or case may be, if at any Guarantortime payment, or any custodianpart thereof, trusteeof principal of or interest, liquidator if any, on any of the Obligations is rescinded or other similar official acting in relation to 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 Guarantor, other right which any amount paid by Holder has at law or in equity against any of them the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any of the Trustee Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or such Holderotherwise, each of the Guarantee Subsidiary Guarantors hereby promises to and shall, upon receipt of such Guarantorwritten 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 Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent theretofore dischargednot prohibited by law). Each of the Subsidiary Guarantors further agrees that, as between itself, on the 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 the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall be reinstated in full force forthwith become due and effect. (e) payable by such Subsidiary Guarantor for the purposes of this Guarantee. Each Guarantor of the Subsidiary Guarantors also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities the Holders in enforcing any of their respective rights under its Guaranteesthis Section 10.1. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each GuarantorU.S. Guarantor party hereto unconditionally guarantees, as a primary obligor and not merely as a surety, will fullyjointly and severally with each other U.S. Guarantor party hereto, irrevocably and unconditionally guarantee, to 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 successors and assigns (i) the full due and punctual payment of the principal of and interest on the Securities Revolving Loans and of all other Obligations, when and as due, whether at maturity, by acceleration, by redemption notice or prepayment or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. (a) . Each of the Guarantors U.S. Guarantor party hereto further agrees that the Obligations may be extended and renewed, in whole or in part, without 116 notice to or further assent from it, and that it will remain bound upon its obligations hereunder shall be unconditional irrespective of the absence guarantee notwithstanding any extension or existence renewal of any action to enforce Obligations. To the samefullest extent permitted by law, the recovery of any judgment against the Company or any other each U.S. Guarantor (except to the extent such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive party hereto waives presentment to, demand of payment from and protest to any of the Company Borrowers or any other PersonPerson of any of the Obligations, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, guarantee and notice of protest for nonpayment. To the fullest extent permitted by law, the filing of claims with a court in the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors a U.S. Guarantor party hereto hereunder shall not be affected by any (a) the failure or policy on the part of the Trustee Agent or any Lender to assert any claim or demand or to enforce any right or remedy against any Borrower or any other U.S. Guarantor or other Loan Party under the provisions of this Agreement or any of the other Loan Documents or otherwise; (b) any rescission, waiver, amendment or modification of any of the terms or 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 any Lender for the Obligations or any of them; or (d) the failure of the Agent or any Lender to exercise any right or remedy under this Indenture against any other U.S. Guarantor of the Obligations or other Loan Party. Each U.S. 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 Securities Agent or any Lender to any security (if any) held for payment of any series. (d) The obligation of each Guarantor the Obligations or to make any payment hereunder may be satisfied by causing balance of any deposit account or credit on the Company books of the Agent or any Lender in favor of any Borrower or any other Person Person. To the fullest extent permitted by law, the obligations of each U.S. Guarantor party hereto hereunder shall not be subject to make such payment. If any Holder reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any Security defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the Trustee is required by any court invalidity, illegality or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to unenforceability of any of the Company Obligations or any Guarantor, any amount paid by any otherwise. Without limiting the generality of them to the Trustee or such Holder, the Guarantee of such Guarantorforegoing, to the fullest extent theretofore dischargedpermitted by law, the obligations of each U.S. Guarantor party hereto hereunder shall not be reinstated discharged or impaired or otherwise affected by the failure of the Agent or any Lender to assert any claim or demand or to enforce any remedy under this 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 full force 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 U.S. Guarantor or otherwise operate as a discharge of such U.S. Guarantor as a matter of law or equity. Each U.S. Guarantor party hereto further agrees that its guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment or any part thereof, of principal or of interest on any Obligation or any other Obligations is rescinded or must otherwise be returned by the Agent or any Lender upon the bankruptcy or reorganization of any Borrower or otherwise. Each U.S. Guarantor party hereto hereby subordinates to the Obligations all rights of subrogation against each Borrower and effect. (e) Each Guarantor also agrees to pay any its property and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generallyindemnification, contribution and reimbursement from each Borrower and its property, in each case in connection with this guarantee and any payments made hereunder, and regardless of whether such rights arise by operation of law, pursuant to contract or otherwise.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms (a) Each Guarantor hereby jointly and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorseverally irrevocably and unconditionally Guarantees, as a primary obligor and not merely as a surety, will fully, irrevocably and unconditionally guarantee, to 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 successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and of all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities Notes, whether for payment of principal of, premium, if any, or interest on the Notes and (ii) the full and punctual performance within applicable grace periods of all other monetary obligations of the Company under this Indenture and the Securities. Notes, whether for fees, expenses, indemnification or otherwise (a) all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each of the Guarantors Guarantor further agrees that its obligations hereunder shall the Guaranteed Obligations may be unconditional irrespective of the absence extended or existence of any action to enforce the samerenewed, the recovery of any judgment against the Company in whole or any other Guarantor (except to the extent in part, without notice or further assent from each such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except Guarantor, and that each such waiver Guarantor shall remain bound under this Article XI notwithstanding any extension or amendment shall be effective in accordance with its terms)renewal of any Guaranteed Obligation. (b) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive presentment Guarantor waives presentation to, demand of payment from and protest to the Company or of any other Person, of the Guaranteed Obligations and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, . Each Guarantor waives notice of any default under the filing Notes or the Guaranteed Obligations. The obligations of claims with a court in each Guarantor hereunder shall not be affected by (i) the event failure of merger any Holder or bankruptcy of the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person and any right to require a proceeding first against under this Indenture, the Company Notes or any other Person. The obligations agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the Guarantors shall not be affected 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 of them; (v) the failure of any Holder or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or against any other Person to make such payment. If Guarantor; or (vi) any Holder of any Security or change in 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 Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee ownership of such Guarantor, to the extent theretofore discharged, shall be reinstated except as provided in full force and effectSection 11.03. (e) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms Each Guarantor hereby unconditionally and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorirrevocably guarantees, as primary obligor jointly and not merely as surety, will fully, irrevocably and unconditionally guaranteeseverally, to 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 successors and assigns (ia) the full and punctual payment of principal of and premium, if any, and interest, including Additional Interest, if any, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise and (b) the full and punctual payment and performance within applicable grace periods of all other Obligations of the Company (including obligations to the Trustee) under this Indenture and the Notes 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 will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. 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 Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Indenture, the Notes or any other agreement; (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 Trustee for the Guaranteed Obligations or any Guarantor; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of such Guarantor. 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 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. 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. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest and other Senior Debt of the Guarantor giving such Guarantee and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, 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 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 such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. 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 Securities 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 any 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, 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 Holders or the Trustee an amount equal to the sum of (1) the unpaid principal amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (3) all other monetary obligations of the Company under this Indenture (including to the Holders and the Trustee. 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 in cash of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) and the Securities maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of such Guarantor's Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iiy) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. (a) Each of the Guarantors 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 or any other Guarantor (except to the extent such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive presentment to, demand of payment from and protest to the Company or any other Person, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy any declaration of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security 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 Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee acceleration of such GuarantorGuaranteed Obligations as provided in Article 6, to such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the extent theretofore discharged, shall be reinstated in full force and effect. (e) purposes of this Section. Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees' fees and expenses) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guarantees. this Section. Upon request of the Trustee (f) Any term which request the Trustee shall under no circumstances be obligated to make), each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or provision proper to carry out more effectively the purpose of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generallyIndenture.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms (a) Each Guarantor hereby jointly and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorseverally, irrevocably and unconditionally guarantees on a senior unsecured basis, as a primary obligor and not merely as a surety, will fully, irrevocably and unconditionally guarantee, to 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 successors and assigns (i) the full performance and punctual payment of principal of and interest on the Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and of all other monetary obligations of the Company Issuer under this Indenture (including obligations to the Trustee) and the Securities Notes, whether for payment of principal of, premium, if any, or interest in respect of the Notes and all other monetary obligations of the Issuer under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities. Notes (a) all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each of the Guarantors Guarantor further agrees that its obligations hereunder shall the Guaranteed Obligations may be unconditional irrespective of the absence extended or existence of any action to enforce the samerenewed, the recovery of any judgment against the Company in whole or any other Guarantor (except to the extent in part, without notice or further assent from each such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except Guarantor, and that each such waiver Guarantor shall remain bound under this Article notwithstanding any extension or amendment shall be effective in accordance with its terms)renewal of any Guaranteed Obligation. (b) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive presentment Guarantor waives presentation to, demand of payment from and protest to the Company or Issuer of any other Person, of the Guaranteed Obligations and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, . Each Guarantor waives notice of any default under the filing of claims with a court in Notes or the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding first against the Company or any other PersonGuaranteed Obligations. The obligations of the Guarantors each Guarantor hereunder shall not be affected by (i) the failure of any failure Holder or policy on the part 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; (i) any extension or renewal of this Indenture, the Notes or any other agreement; (ii) 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 under this Indenture against any other guarantor of the Guaranteed Obligations; or (vi) any change in the Securities ownership of such Guarantor, except as provided in Section 10.02(b). (c) Each Guarantor hereby waives any seriesright 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 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) The obligation 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, 9.01, 10.02 and 10.06, the obligations of each Guarantor hereunder shall not be subject to make any payment hereunder may reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be satisfied subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by causing reason of the Company 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 Notes or any other Person to make such payment. If agreement, by any Holder waiver or modification of any Security or the Trustee is required thereof, by any court default, failure or otherwise to return to delay, willful or otherwise, in the Company or any Guarantorperformance of the obligations, or by any custodian, trustee, liquidator other act or thing or omission or delay to do any other similar official acting act or thing which may or might in relation any manner or to any extent vary the risk of the Company any Guarantor or would otherwise operate as a discharge of any GuarantorGuarantor as a matter of law or equity. (f) Except as expressly set forth in Sections 8.01, any amount paid by any of them to the Trustee or such Holder9.01 and 10.02, the each Subsidiary Guarantor agrees that its Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated remain in full force and effecteffect until payment in full of all the Subsidiary Guaranteed Obligations. Except as expressly set forth in Sections 8.01, 9.01 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 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. For the avoidance of doubt, any Parent Guarantee may be released at any time in the sole discretion of the Issuer or such Parent Guarantor. (eg) 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 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 Holders or 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 Issuer to the Holders and the Trustee in respect of the Guaranteed Obligations. (h) 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 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 reasonable costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Section 10.01. (fj) Upon request of the Trustee, 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 Indenture. (k) Any term or provision Guarantee given by any Parent of this Indenture the Issuer may be released at any time upon written notice to the contrary notwithstanding, the maximum aggregate amount of each Trustee from such Parent of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generallyIssuer.

Guarantees. Any series (a) Subject to the first sentence of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms this Article Fourteen, each Guarantor unconditionally guarantees, on a joint and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantor, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally guaranteeseveral basis, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) applicable series and to the Trustee and its successors and assigns assigns, (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture with respect to the Securities of the applicable series (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and with respect to the Securities. (a) Each Securities of the Guarantors applicable series. 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 or any other Guarantor (except to the extent such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor such Guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors Guarantor further agrees that each its Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors Guarantor further agrees to waive presentment to, demand of payment from and protest to the Company or any other Personof its Guarantee, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors a Guarantor shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any the applicable series. (d) The obligation of each a Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person another Guarantor to make such payment. If any Holder of any Security of the applicable series or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or any Guarantor, such Guarantor any amount paid by any of them to the Trustee or such Holder, the Guarantee of such Guarantorany 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 reasonable costs and expenses (including reasonable attorneys’ ' fees) incurred by the Trustee or any Holder of Securities of the applicable series in enforcing any of their respective rights under its GuaranteesGuarantee. (f) Any term or provision of this Indenture Guarantee to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees a Guarantor's Guarantee shall not exceed the maximum amount that can be hereby guaranteed by the relevant Guarantor without rendering the relevant this Guarantee under this Indenture as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms Each Subsidiary Guarantor hereby unconditionally and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantorirrevocably guarantees, as primary obligor jointly and not merely as surety, will fully, irrevocably and unconditionally guaranteeseverally, to 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 successors and assigns (ia) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. Securities (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 Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) Each of the Guarantors further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence failure of any action Holder or the Trustee to assert any claim or demand or to enforce the same, the recovery of any judgment right or remedy against the Company or any other Guarantor (except to Person under this Indenture, the extent such judgment is paid) Securities or any waiver 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 Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Securities to Trustee for the extent that any such action Guaranteed Obligations or any similar action would otherwise constitute a legal of them; (e) the failure of any Holder or equitable discharge the Trustee to exercise any right or defense of a remedy against any other guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors Guaranteed Obligations; or (f) except as set forth in Section 10.6, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that each its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not merely a guarantee of collection. (c) Each 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 Guarantors Guaranteed Obligations. Except as expressly set forth in Sections 8.4, 10.2 and 10.6, 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 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 -98- 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 Subsidiary Guarantee herein shall continue to waive presentment tobe effective or be reinstated, demand as the case may be, if at any time payment, or any part thereof, of payment from and protest to principal of or interest on any Indebtedness is rescinded or must otherwise be restored by any Holder 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 Personright which any Holder or the Trustee has at law or in equity against any Subsidiary 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, 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 Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and also waives diligencethe Holders and the Trustee, notice on the other hand, (x) the maturity of acceptance the Guaranteed Obligations may be accelerated as provided in Article VI for the purposes of its Guaranteesuch Subsidiary Guarantor's Subsidiary Guarantee herein, presentmentnotwithstanding any stay, demand for paymentinjunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, notice of protest for nonpayment, the filing of claims with a court and (y) in the event of merger or bankruptcy any declaration of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. If any Holder of any Security 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 Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee acceleration of such GuarantorGuaranteed Obligations as provided in Article VI, to such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the extent theretofore discharged, shall be reinstated in full force and effect. (e) purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ ' fees) incurred by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guaranteesthis Section 10.1. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The terms and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities. Each Guarantor, as primary obligor and not merely as surety, will Guarantor hereby fully, unconditionally and irrevocably and unconditionally guarantee, guarantees to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) Notes and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to principal of and premium, if any, and interest on the Trustee) Notes and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and (all the Securities. (a) Each of foregoing being hereinafter collectively called the Guarantors “Obligations”). The 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 or any other Guarantor (except to the extent such judgment is paidpermitted by law) that the 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 Article X notwithstanding any waiver extension or amendment renewal of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (b) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (c) Each of the Guarantors further agrees to waive presentment Obligation. The Guarantor waives presentation to, demand of payment from and protest to the Company or of any other Person, of the Obligations and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, . The Guarantor waives notice of any default under the filing of claims with a court in Notes or the event of merger or bankruptcy Obligations. The obligations of the Company Guarantor hereunder shall not be affected by: (a) the failure of any Holder to assert any claim or any other Person and demand or to enforce any right to require a proceeding first or remedy against the Company or any other Personperson 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 Trustee for the Obligations or any of them; or (e) any change in the ownership of the Company. The Guarantor further agrees that the Guarantees herein constitute guarantees 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 the Guarantors Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than 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 the Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any failure Holder to assert any claim or policy on the part of the Trustee demand or to exercise enforce any right or remedy under this Indenture or Indenture, the Securities of any series. (d) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company Notes or any other Person to make such payment. If agreement, by any Holder waiver or modification of any Security or the Trustee is required thereof, by any court 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 the Guarantor or would otherwise operate as a discharge of the Guarantor as a matter of law or equity. The Guarantor further agrees that the Guarantees herein shall continue to return to be effective or be reinstated, as the Company or case may be, if at any Guarantortime payment, or any custodianpart thereof, trusteeof principal of and premium, liquidator if any, or other similar official acting in relation to interest on any of the 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 Guarantorother right which any Holder has at law or in equity against the Guarantor by virtue hereof, any amount paid by upon the failure of the Company to pay any of them to the Trustee Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or such Holderotherwise, the Guarantee Guarantor hereby promises to and shall, upon receipt of such Guarantorwritten 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 Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent theretofore dischargednot prohibited by law). The Guarantor further agrees that, as between itself, on the one hand, and the Holders, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of the Guarantees herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (ii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall be reinstated in full force forthwith become due and effect. (e) Each payable by such Guarantor for the purposes of these Guarantees. The Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities the Holders in enforcing any of their respective rights under its Guaranteesthis Section 10.1. (f) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.