Common use of Note Guarantee Clause in Contracts

Note Guarantee. (a) Subject to this Article 5, each Guarantor hereby fully and unconditionally guarantees, on a joint and several basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (1) the principal of, premium, if any, and interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or the Notes (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are full and unconditional, irrespective of the validity, regularity or enforceability of the Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII, such obligations (whether or not due and payable) will forthwith become due and payable by such Guarantor for the purpose of this Note Guarantee.

Note Guarantee. (a) Subject By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 515, each Guarantor hereby fully and unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and to the Trustee and its successors and assigns, assigns that: : (1i) the principal ofof (including the Redemption Price upon redemption pursuant to Article 3), premium, if any, and interest on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or under the Indenture or the Notes (including fees and expensesfees, expenses or other) will shall be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Noteshereof; and and (2ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitythe Maturity Date, by acceleration acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Failing payment when due Subject to the provisions of any amount so guaranteed or any performance so guaranteed for whatever reasonthis Article 15, each Guarantor will be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are full and Note Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture Notes or the Notesthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notesthereof, the recovery entry of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that in may arise by reason of the event incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a default Benefited Party to file or enforce a claim against the estate (in payment administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the principal existence, creation or incurring of any new or interest additional indebtedness or obligation or of any action or non-action on the Notes entitled to part of such Guarantor, the GuaranteeIssuer, whether at any Benefited Party, any creditor of such Guarantor or the Stated Maturity Issuer or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth part of any other Person whomsoever in connection with any obligations the Indentureperformance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, directly including but not limited to an election to proceed against such Guarantor to enforce for reimbursement; (e) any defense based upon any statute or rule of law which provides that the Guarantee without first obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding against instituted under the CompanyBankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby (i) waives diligencecovenants that, presentmentexcept as otherwise provided therein, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will shall not be discharged except by complete performance payment in full of all Guarantee Obligations, including the obligations contained principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in the Indenture and the Notes. (c) Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the CompanyIssuer or the Guarantors, any Guarantor or any custodian, trustee, liquidator trustee or other similar official acting in relation to either the Company Issuer or such Guarantorthe Guarantors, any amount paid by either the Issuer or the Guarantors to the Trustee or such Holder, this the Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. (d) . Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantorit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (1x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII 6 hereof for the purposes of this Note Guaranteehereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyGuarantee Obligations, and (2y) in the event of any declaration of acceleration of such obligations as provided in Article VII6 hereof, such obligations Guarantee Obligations (whether or not due and payable) will shall forthwith become due and payable by such Guarantor for the purpose of this the Note Guarantee.

Note Guarantee. (a) Subject to this Article 5V, for value received, each Guarantor hereby fully and unconditionally guarantees, on a joint and several basisbasis (each a “Guarantee”), to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (1) the principal of, premium, if any, and interest, if any, on the Notes will be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or the Notes (including fees and expensesexpenses of counsel) will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are full and unconditional, irrespective of the validity, regularity or enforceability of the Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of upon acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i1) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii2) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii3) covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII, such obligations (whether or not due and payable) will forthwith become due and payable by such Guarantor for the purpose of this Note Guarantee.

Note Guarantee. (a) Subject Each Subsidiary Guarantor that is a signatory hereto and each Subsidiary of the Company that is required to become party to this Article 5Indenture as a Subsidiary Guarantor upon execution of a supplemental indenture, each Guarantor hereby fully jointly and severally, unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (1) the principal of, premium, if any, and interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, irrespective of the validity and or enforceability of the this Indenture, the Notes or the obligations of the Company under the this Indenture or the Notes, that: (i) the principal of and interest on the Notes will be paid in full when due, whether at the maturity or interest payment or mandatory redemption date, by acceleration, call for redemption or otherwise, and interest on the overdue principal of and interest, if any, on, on the Notes, if lawful, Notes and all other obligations of the Company to the Holders or the Trustee under the this Indenture or the Notes (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms under the of this Indenture or and the Notes; and and (2ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same they will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Subsidiary Guarantor will be obligated to pay the same immediatelywhether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Section 6.2. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . Each Subsidiary Guarantor hereby agrees that its obligations under the Indenture with regard to this Note Guarantee shall be joint and the Notes are full several and unconditional, irrespective of the validity, regularity validity or enforceability of the Indenture Notes or the Notesobligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the CompanyCompany or any other obligor with respect to this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstance circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of such a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, waives and relinquishes all claims, rights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, rights or remedies, including but not limited to: (a) any right to require the Trustee, the Holders or the Company (each, a “Benefited Party”) to proceed against the Company or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any Benefited Party’s power before proceeding against such Subsidiary Guarantor; (b) the defense of the statute of limitations in any action hereunder or in any action for the collection of any Indebtedness or the performance of any obligation hereby agrees guaranteed; (c) any defense that in may arise by reason of the event incapacity, lack of authority, death or disability of any other Person or the failure of a default Benefited Party to file or enforce a claim against the estate (in payment administration, bankruptcy or any other proceeding) of any other Person; (d) demand, protest and notice of any kind including but not limited to notice of the principal existence, creation or incurring of any new or interest additional Indebtedness or obligation or of any action or non-action on the Notes entitled to the Guaranteepart of such Subsidiary Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right Benefited Party, any creditor of such Subsidiary Guarantor, the Company or on the part of any other Person whomsoever in connection with any Indebtedness or obligations hereby guaranteed; (e) any defense based upon an election of remedies by a Benefited Party, including but not limited to require a proceeding first an election to proceed against the Company, protest, notice and all demands whatsoever, such Subsidiary Guarantor for reimbursement; (iif) acknowledges that any agreement, instrument defense based upon any statute or document evidencing the Guarantee may be transferred and rule of law which provides that the benefit obligation of its obligations hereunder shall extend to each holder a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (g) any agreementdefense arising because of a Benefited Party’s election, instrument in any proceeding instituted under Bankruptcy Law, of the application of 11 U.S.C. Section 1111 (b)(2); or document evidencing the Guarantee without notice to it and (iiih) any defense based on any borrowing or grant of a security interest under 11 U.S.C. Section 364. Each Subsidiary Guarantor hereby covenants that this its Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture its Note Guarantee and the Notes. (c) this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to either the Company, any Guarantor Company or any custodianSubsidiary Guarantor, trustee, liquidator or other similar official any Custodian acting in relation to either the Company or such Subsidiary Guarantor, any amount paid by either the Company or such Subsidiary Guarantor to the Trustee or such Holder, this the applicable Note GuaranteeGuarantees, to the extent theretofore discharged, will shall be reinstated and be in full force and effect. (d) . Each Subsidiary Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII Section 6.2 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect as to the Company or any other obligor on the Notes of the obligations guaranteed hereby, and (2ii) in the event of any declaration of acceleration of such those obligations as provided in Article VIISection 6.2, such those obligations (whether or not due and payable) will forthwith become due and payable by such Subsidiary Guarantor for the purpose of this Note Guarantee.

Note Guarantee. (a) Subject to this Article 511, each Guarantor hereby fully of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (1) the principal of, premium, if any, and interest, if any, interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium onof and interest on the Notes, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company Issuers to the Holders or the Trustee under the Indenture hereunder or the Notes (including fees and expenses) will thereunder shall be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Noteshereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and performance and not a guarantee of collection. (b) Each Guarantor The Guarantors hereby agrees agree that its their obligations under the Indenture and the Notes hereunder are full and unconditional, irrespective of the validity, regularity or enforceability of the Indenture Notes or the Notesthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such a Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Companyeither Issuer, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants covenant that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Indenture Notes and this Indenture. Each Guarantor waives any right or claims of right to cause a marshalling of the NotesIssuers’ or any Guarantor’s assets or to proceed against any Guarantor, any Issuer or any other guarantor of any Obligations that are Guaranteed in any particular order, including, but not limited to, any right arising out of Nevada Revised Statutes 40.430, to the fullest extent permitted by Nevada Revised Statutes 40.495(2). (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or such any Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. (d) Each Guarantor of the Guarantors agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor of the Guarantors further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor, as the case may be, so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Note Guarantee. (a) Subject By its execution hereof, the Guarantor acknowledges and agrees that the Notes shall be entitled to the benefits of a Guarantee. Accordingly, subject to the provisions of this Article 5Article, each the Guarantor hereby fully and unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, assigns that: : (1i) the principal ofof (including the Redemption Price upon redemption pursuant to Article IV), premium, if any, and interest, if any, on the Notes will shall be promptly duly and punctually paid in full when due, whether at maturitythe Stated Maturity, by upon acceleration, upon redemption or otherwise, and interest on the overdue principal ofprincipal, premium onpremium, if any, irrespective of and (to the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and extent permitted by law) interest on any interest, if any, on, on the Notes, if lawful, Notes and all other obligations of the Company to the Holders or the Trustee hereunder or under the Indenture or the Notes (including fees and expensesfees, expenses or other) will shall be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Noteshereof; and and (2ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Stated Maturity, by acceleration acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in this Article (collectively, the “Guarantee Obligations”). Failing payment when due Subject to the provisions of any amount so guaranteed or any performance so guaranteed for whatever reasonthis Article, each Guarantor will be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are full and Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture Notes or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notesthereof, the recovery entry of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each The Guarantor hereby agrees that in waives and relinquishes: (a) any right to require the event of a default in payment of the principal of or interest on the Notes entitled to the GuaranteeTrustee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders oror the Company (each, subject a “Benefited Party”) to Section 6.7 of proceed against the Base Indenture, Company or any other person or to proceed against or exhaust any security held by the Holders, on the terms and conditions set forth a Benefited Party at any time or to pursue any other remedy in the Indenture, directly against such Guarantor to enforce the Guarantee without first any secured party’s power before proceeding against the Company. Each Guarantor hereby Guarantor; (ib) waives diligenceany defense that may arise by reason of the incapacity, presentmentlack of authority, demand death or disability of paymentany other person or persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, filing bankruptcy or any other proceeding) of claims with a court in any other person or persons; (c) demand, protest and notice of any kind (except as expressly required by the event Indenture), including but not limited to notice of insolvency the existence, creation or bankruptcy incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Company, any right Benefited Party, any creditor of the Guarantor or the Company or on the part of any other person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to require a proceeding first an election to proceed against the CompanyGuarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, protestin any proceeding instituted under the Bankruptcy Law, notice of the application of Section 1111(b)(2) of the Bankruptcy Code; and all demands whatsoever(g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, (ii) acknowledges that any agreementexcept as otherwise provided therein, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged except by complete performance payment in full of all Guarantee Obligations, including the obligations contained in principal, premium, if any, and interest on the Indenture Notes and all other costs provided for under the Notes. (c) Indenture. If any Holder or the Trustee is required by any court or otherwise to return to either the CompanyCompany or the Guarantor, any Guarantor or any custodian, trustee, liquidator trustee or other similar official acting in relation to either the Company or such the Guarantor, any amount paid by either the Company or the Guarantor to the Trustee or such Holder, this the Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. (d) Each . The Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each The Guarantor further agrees that, as between such Guarantorit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (1x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII VI of the Base Indenture for the purposes of this Note Guaranteehereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyGuarantee Obligations, and (2y) in the event of any declaration of acceleration of such obligations as provided in Article VIIVI of the Base Indenture, such obligations Guarantee Obligations (whether or not due and payable) will shall forthwith become due and payable by such the Guarantor for the purpose of this Note the Guarantee.

Note Guarantee. (a) Subject to the provisions of this Article 5Ten, each Subsidiary Guarantor hereby hereby, jointly and severally, fully and unconditionally guarantees, on a joint and several basis, Guarantees to each Holder of a Note authenticated and delivered by the Trustee Notes hereunder and to the Trustee on behalf of the Holders: (i) the due and its successors and assigns, that: (1) punctual payment of the principal of, premium, if any, on and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, to the Notes, if extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee under the Indenture or the Notes (including fees and expenses) will be promptly paid in full or performedTrustee, all in accordance with the terms under the of such Note and this Indenture or the Notes; and and (2ii) in the case of any extension of time of payment or renewal of any Notes 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, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are full and unconditionalsubject, irrespective of the validityhowever, regularity or enforceability of the Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event case of a default in payment of the principal of or interest on the Notes entitled clauses (i) and (ii) above, to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions limitations set forth in the Indenture, directly against next succeeding paragraph. Each Subsidiary Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such Guarantor to enforce parties that the Guarantee without first proceeding against the Company. Each by any Subsidiary Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with pursuant to its Note Guarantee not constitute a court in the event of insolvency fraudulent transfer or bankruptcy conveyance for purposes of the CompanyUnited States Bankruptcy Code, any right to require a proceeding first against the CompanyUniform Fraudulent Conveyance Act, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor Uniform Fraudulent Transfer Act or any custodiansimilar Federal or state law. To effectuate the foregoing intention, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of each Subsidiary Guarantor hereby irrevocably agree that the obligations guaranteed hereby may of each Subsidiary Guarantor under its Note Guarantee shall be accelerated limited to the maximum amount as provided in Article VII for the purposes will, after giving effect to all other contingent and fixed liabilities of this Note Guarantee, notwithstanding each Subsidiary Guarantor and after giving effect to any stay, injunction collections from or payments made by or on behalf of any other prohibition preventing such acceleration Subsidiary Guarantor in respect of the obligations guaranteed herebyof such other Subsidiary Guarantor under its Note Guarantee or pursuant to the following paragraph, and (2) result in the event of any declaration of acceleration obligations of such obligations as provided in Article VII, Subsidiary Guarantor under its Note Guarantee not constituting such obligations (whether fraudulent transfer or not due and payable) will forthwith become due and payable by such Guarantor for the purpose of this Note Guaranteeconveyance.

Note Guarantee. (a) Subject to this Article 5, each the Guarantor hereby fully and unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (1) the principal of, premium, if any, and interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or the Notes (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each the Guarantor will be obligated to pay the same immediately. Each The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each The Guarantor hereby agrees that its obligations under the Indenture and the Notes are full and unconditional, irrespective of the validity, regularity or enforceability of the Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each The Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such the Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each The Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each The Guarantor further agrees that, as between such the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII, such obligations (whether or not due and payable) will forthwith become due and payable by such the Guarantor for the purpose of this Note Guarantee.

Note Guarantee. (a) Subject to this Article 510 and Article 13, each Guarantor hereby fully of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (1i) the principal of, premium, if any, and interest, if any, premium on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium onof and interest on the Notes, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture hereunder or the Notes (including fees and expenses) will thereunder shall be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Noteshereof and thereof; and and (2ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor The Guarantors hereby agrees agree that its their obligations under the Indenture and the Notes are full and hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture Notes or the Notesthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Indenture Notes and the Notesthis Indenture. (c) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantorthe Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. (de) Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such obligations as provided in Article VII6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. (f) Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation, reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Note Guarantee. (a) Subject to the provisions of this Article 5XIV, each Guarantor hereby fully the Guarantors, by execution of this Indenture, jointly and unconditionally guaranteesseverally, on a joint and several basis, guarantee to each Holder of a Note authenticated and delivered by each Series of the Trustee and to the Trustee and its successors and assigns, that: Existing Securities (1i) the due and punctual payment of the principal ofof and interest on each Existing Security, premium, if any, when and interest, if any, on as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal ofof and interest on the Existing Securities, premium on, if any, irrespective of to the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if extent lawful, and the due and punctual payment of all other obligations and due and punctual performance of all obligations of the Company to the Holders of the Existing Securities or the Trustee under the Indenture or the Notes (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and of such Existing Security and this Indenture, and (2ii) in the case of any extension of time of payment or renewal of any Notes Existing 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, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due Each Guarantor, by execution of any amount so guaranteed or any performance so guaranteed for whatever reasonthis Indenture, each Guarantor will be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are full hereunder shall be absolute and unconditional, irrespective of the validityof, regularity and shall be unaffected by, any invalidity, irregularity or enforceability of the Indenture or the Notes, the absence unenforceability of any action such Existing Security or this Indenture, any failure to enforce the sameprovisions of any such Existing Security or this Indenture, any waiver waiver, modification or consent indulgence granted to the Company with respect thereto by any the Holder of the Notes with respect to any provisions of the Indenture or the Notessuch Existing Security, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any such Existing Security or the Indebtedness evidenced thereby and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged as to any such Existing Security except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof and interest thereon. Each Guarantor further hereby agrees that, as between such Guarantor, on the one hand, and the Holders of the Existing Securities and the Trustee, on the other hand, (1i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII VI hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2ii) in the event of any declaration of acceleration of such obligations as provided in Article VIIVI hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by such each Guarantor for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of any Holder of the Existing Securities under the Note Guarantees. If an officer of a Guarantor whose signature is on this Indenture or any supplemental indenture entered into in accordance with Section 14.4 no longer holds that office at any time following the execution thereof, such Guarantor’s Note Guarantee shall be valid nevertheless.

Note Guarantee. (a) Subject to this Article 5, each The Guarantor hereby fully expressly agrees, as of the date hereof, to be bound by the Indenture as if it were an original signatory thereto, as primary obligor and not merely as surety, and hereby fully, unconditionally guarantees, and irrevocably guarantees on a joint senior unsecured basis, jointly and several basisseverally, to each Holder of a Note authenticated and delivered by each Series of the Trustee Notes and to the Trustee Trustee, the Agents and its their respective successors and assigns, that: assigns (1a) the full and punctual payment of principal of, premium, if any, of and interest, if any, interest on the Notes will be promptly paid in full of each such Series when due, whether at maturitythe applicable Stated Maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of, premium on, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the all other monetary obligations of the Company under the Indenture or and the Notes, Notes of each such Series and interest, if any, on, (b) the Notes, if lawful, full and punctual performance within applicable grace periods of all other obligations of the Company with respect to the Holders Notes under the Indenture and the Notes of each such Series (all such obligations set forth in clauses (a) and (b) above being hereinafter collectively called the “Guaranteed Obligations”; and the guarantee of the Guaranteed Obligations is hereinafter called the “Note Guarantee”). The Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantor and that the Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. The Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Guarantor waives notice of any default under the Notes of any Series or the Guaranteed Obligations. The obligations of the Guarantor hereunder shall not be affected by (a) the failure of any Holder, the Trustee or Agents to assert any claim or demand or to enforce any right or remedy against the Company, the Guarantor or any other Person under the Indenture, the Notes of any Series or any other agreement or otherwise; (b) any extension or renewal of any obligation of the Company under the Indenture or any Note, by operation of law or otherwise; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, the Notes (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and (2) in case of any extension of time of payment or renewal of any Notes Series or any of such other obligationsagreement; or (d) except as set forth in Section 5 below, that same will be promptly paid any change in full when due or performed in accordance with the terms ownership of the extension or renewal, whether at Stated Maturity, by acceleration or otherwiseGuarantor. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each The Guarantor will be obligated to pay the same immediately. Each Guarantor further agrees that this is its Note Guarantee herein constitutes a guarantee of payment payment, performance and compliance when due (and not a guarantee of collection. (b) Each and waives any right to require that any resort be had by any Holder, the Trustee or Agents to any security held for payment of the Guaranteed Obligations. The Guarantor hereby further agrees that its obligations under Note Guarantee herein shall continue to be effective or be reinstated, as the Indenture and the Notes are full and unconditionalcase may be, irrespective of the validityif at any time payment, regularity or enforceability of the Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense part thereof, of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guaranteeany Guaranteed Obligation is rescinded or must otherwise be restored by any Holder, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf or Agents upon the bankruptcy or reorganization of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebyotherwise. Each The Guarantor further agrees that, as between such Guarantorit, on the one hand, and the Holders Holders, the Trustee and the TrusteeAgents, on the other hand, (1x) the maturity of the obligations guaranteed hereby Guaranteed Obligations may be accelerated as provided in Article VII Section 5.2 of the Indenture for the purposes of this the Guarantor’s Note GuaranteeGuarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyGuaranteed Obligations, and (2y) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article VIISection 5.2 of the Indenture, such obligations Guaranteed Obligations (whether or not due and payable) will shall forthwith become due and payable by such the Guarantor for the purpose purposes of this Note GuaranteeSection 1. The Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee, the Agents or any Holder in enforcing any rights under this Section 1.

Note Guarantee. (a) Subject to this Article 511, each Guarantor hereby fully of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes, the Collateral Documents or the obligations of the Issuers hereunder or thereunder, that: (1) the principal of, premiumpremium and Liquidated Damages, if any, and interest, if any, interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium onof and interest on the Notes, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company Issuers to the Holders or the Trustee under the Indenture hereunder or the Notes (including fees and expenses) will thereunder shall be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Noteshereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and performance and not a guarantee of collection. (b) Each Guarantor The Guarantors hereby agrees agree that its their obligations under the Indenture and the Notes hereunder are full and unconditional, irrespective of the validity, regularity or enforceability of the Notes, this Indenture or the NotesCollateral Documents, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such a Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Companyeither Issuer, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants covenant that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Indenture Notes and this Indenture. Each Guarantor waives any right or claims of right to cause a marshalling of the NotesIssuers’ or any Guarantor’s assets or to proceed against any Guarantor, any Issuer or any other guarantor of any Obligations that are Guaranteed in any particular order, including, but not limited to, any right arising out of Nevada Revised Statutes 40.430, to the fullest extent permitted by Nevada Revised Statutes 40.495(2). (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or such any Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. (d) Each Guarantor of the Guarantors agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor of the Guarantors further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor, as the case may be, so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Note Guarantee. (a) Subject to this Article 514, each Guarantor hereby hereby, jointly and severally, fully and unconditionally guarantees, on a joint and several senior basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company hereunder or thereunder, that: (1) : the principal of, of and premium, if any, and interest, if any, interest on the Notes will Securities shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium onof and interest on the Securities, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture hereunder or the Notes (including fees and expenses) will thereunder shall be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwisehereof and thereof. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are full and hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture Securities or the Notesthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Indenture Securities and the Notesthis Indenture, or pursuant to Section 14.06. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantorthe Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. (d) Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII Section 5.02 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VIISection 5.02, such obligations (whether or not due and payable) will shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. (e) Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation, reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities or the Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (f) In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (g) Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantee. (a) Subject to this Article 5, each the Guarantor hereby fully and unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (1) the principal of, premium, if any, and interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or the Notes (including fees and expensesexpenses of counsel) will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each the Guarantor will be obligated to pay the same immediately. Each The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each The Guarantor hereby agrees that its obligations under the Indenture and the Notes are full and unconditional, irrespective of the validity, regularity or enforceability of the Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each The Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of upon acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such the Guarantor to enforce the Guarantee without first proceeding against the Company. Each The Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such the Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each The Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each The Guarantor further agrees that, as between such the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII, such obligations (whether or not due and payable) will forthwith become due and payable by such the Guarantor for the purpose of this Note Guarantee.

Note Guarantee. (a) Subject to this Article 5V, each the Guarantor hereby fully and unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture or the Notes as against either of the Issuers or the obligations of the Issuers hereunder or thereunder, that: (1) the principal of, premium, if any, on, and interest, if any, interest on the Notes will be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption redemption, repurchase or otherwise, and interest on the overdue principal of, premium on, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, interest on the Notes, if lawful, and all other obligations of the Company Issuers to the Holders or the Trustee under the Indenture hereunder or the Notes (including fees and expenses) thereunder will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each the Guarantor will be obligated to pay the same immediately. Each The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each The Guarantor hereby agrees that its obligations under the Indenture and the Notes hereunder are full and unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental Indenture or as against either of the NotesIssuers, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor. Each The Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of either of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and covenant that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture Notes and the Notesthis Supplemental Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, any the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or such Guarantor, the Guarantor any amount paid by either to the Trustee or such Holder, this the Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. (d) Each The Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each The Guarantor further agrees that, as between such the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII for the purposes of this the Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII, such obligations (whether or not due and payable) will shall forthwith become due and payable by such the Guarantor for the purpose of this the Note Guarantee.

Note Guarantee. (a) Subject to this Article 5, each Guarantor hereby fully and unconditionally guarantees, on a joint and several basisbasis (each a “Guarantee”), to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (1) the principal of, premium, if any, and interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or the Notes (including fees and expensesexpenses of counsel) will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are full and unconditional, irrespective of the validity, regularity or enforceability of the Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of upon acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder Holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII, such obligations (whether or not due and payable) will forthwith become due and payable by such Guarantor for the purpose of this Note Guarantee.

Note Guarantee. (a) Subject to the provisions of this Article 5Ten, each Subsidiary Guarantor hereby hereby, jointly and severally, fully and unconditionally guarantees, on a joint and several basis, Guarantees to each Holder of a Note authenticated and delivered by the Trustee Notes hereunder and to the Trustee on behalf of the Holders: (i) the due and its successors and assigns, that: (1) punctual payment of the principal of, premium, if any, on and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, to the Notes, if extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee under the Indenture or the Notes (including fees and expenses) will be promptly paid in full or performedTrustee, all in accordance with the terms under the of such Note and this Indenture or the Notes; and and (2ii) in the case of any extension of time of payment or renewal of any Notes 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, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are full and unconditionalsubject, irrespective of the validityhowever, regularity or enforceability of the Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event case of a default in payment of the principal of or interest on the Notes entitled clauses (i) and (ii) above, to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions limitations set forth in the Indenture, directly against next succeeding paragraph. Each Subsidiary Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such Guarantor to enforce parties that the Guarantee without first proceeding against the Company. Each by any Subsidiary Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with pursuant to its Note Guarantee not constitute a court in the event of insolvency fraudulent transfer or bankruptcy conveyance for purposes of the CompanyUnited States Bankruptcy Code, any right to require a proceeding first against the CompanyUniform Fraudulent Conveyance Act, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor Uniform Fraudulent Transfer Act or any custodiansimilar federal or state law. To effectuate the foregoing intention, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of each Subsidiary Guarantor hereby irrevocably agree that the obligations guaranteed hereby may of each Subsidiary Guarantor under its Note Guarantee shall be accelerated limited to the maximum amount as provided in Article VII for the purposes will, after giving effect to all other contingent and fixed liabilities of this Note Guarantee, notwithstanding each Subsidiary Guarantor and after giving effect to any stay, injunction collections from or payments made by or on behalf of any other prohibition preventing such acceleration Subsidiary Guarantor in respect of the obligations guaranteed herebyof such other Subsidiary Guarantor under its Note Guarantee or pursuant to the following paragraph, and (2) result in the event of any declaration of acceleration obligations of such obligations as provided in Article VII, Subsidiary Guarantor under its Note Guarantee not constituting such obligations (whether fraudulent transfer or not due and payable) will forthwith become due and payable by such Guarantor for the purpose of this Note Guaranteeconveyance.

Note Guarantee. (a) Subject to this Article 5The Guarantors, each Guarantor hereby fully and unconditionally guaranteesunconditionally, jointly and severally, guarantee, on a joint and several an unsubordinated basis, to each Holder holder (a) the due and punctual payment of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (1) the principal of, premium, premium (if any) and interest on each Note, when and interest, if any, on as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal of, premium on, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or interest on the Notes, and interest, if any, on, to the Notes, if extent lawful, and the due and punctual payment of all other obligations and due and punctual performance of all Obligations of the Company to the Holders or the Trustee under the Indenture or the Notes (including fees and expenses) will be promptly paid in full or performed, holders all in accordance with the terms under the Indenture or the Notes; and of such Note and this Agreement, and (2b) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are full hereunder shall be absolute and unconditional, irrespective of the validityof, regularity and shall be unaffected by, any invalidity, irregularity or enforceability of the Indenture or the Notes, the absence unenforceability of any action such Note or this Agreement, any failure to enforce the sameprovisions of any such Note and this Agreement, any waiver waiver, modification or consent by any Holder of indulgence granted to the Notes Company with respect to any provisions thereto by the holder of the Indenture or the Notessuch Note, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will shall not be discharged as to any such Note except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof, premium (if any) and interest thereon. Each Guarantor further hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trusteeholders, on the other hand, (1i) to the extent lawful in an applicable jurisdiction, the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article VII XVII for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2ii) in the event of any declaration of acceleration of such obligations as provided in Article VIIXVII, such obligations (whether or not due and payable) will shall forthwith become due and payable by such each Guarantor for the purpose of this Note Guarantee. The Note Guarantee of any Guarantor may be released pursuant to Section 23.3, in connection with the cessation of corporate existence of such Guarantor permitted under the terms of this Agreement. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of any holder under the Note Guarantees.

Note Guarantee. (a) Subject to this Article 511, each Guarantor hereby fully of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a joint and several senior basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (1) the principal of, of and premium, if any, and interest, if any, interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium onof and interest on the Notes, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture hereunder or the Notes (including fees and expenses) will thereunder shall be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Noteshereof and thereof; and and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor The Guarantors hereby agrees agree that its their obligations under the Indenture and the Notes are full and hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture Notes or the Notesthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Indenture Notes and the Notesthis Indenture, or pursuant to Section 11.06. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantorthe Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. (d) Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII Section 5.02 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII, Section 5.02 such obligations (whether or not due and payable) will shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. (e) Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation, reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (f) In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (g) Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantee. (a) Subject to the provisions of this Article 5Five, each Guarantor hereby fully Guarantor, by execution of this Indenture, jointly and severally, unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (1i) the due and punctual payment of the principal ofof and interest on each Note, premium, if any, when and interest, if any, on as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal of, premium on, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or interest on the Notes, and interest, if any, on, to the Notes, if extent lawful, and the due and punctual payment of all other obligations Obligations and due and punctual performance of all Obligations of the Company to the Holders or and the Trustee under the Indenture or the Notes (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and of such Note and this Indenture, and (2ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due Each Guarantor, by execution of any amount so guaranteed or any performance so guaranteed for whatever reasonthis Indenture, each Guarantor will be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are full hereunder shall be absolute and unconditional, irrespective of the validityof, regularity and shall be unaffected by, any invalidity, irregularity or enforceability of the Indenture or the Notes, the absence unenforceability of any action such Note or this Indenture, any failure to enforce the sameprovisions of any such Note or this Indenture, any waiver waiver, modification or consent indulgence granted to the Company with respect thereto by any the Holder of the Notes with respect to any provisions of the Indenture or the Notessuch Note, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged as to any such Note except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof and interest thereon. Each Guarantor further hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1i) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article VII Six of the Base Indenture (as supplemented by this Supplemental Indenture) for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (2ii) in the event of any declaration of acceleration of such obligations Obligations as provided in Article VIISix of the Base Indenture (as supplemented by this Supplemental Indenture), such obligations Obligations (whether or not due and payable) will shall forthwith become due and payable by such each Guarantor for the purpose of this Note Guarantee.

Note Guarantee. (a) Subject to this Article 5, each the Guarantor hereby fully and unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (1) the principal of, premium, if any, and interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or the Notes (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each the Guarantor will be obligated to pay the same immediately. Each The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each The Guarantor hereby agrees that its obligations under the Indenture and the Notes are full and unconditional, irrespective of the validity, regularity or enforceability of the Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each The Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such the Guarantor to enforce the Guarantee without first proceeding against the Company. Each The Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such the Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each The Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each The Guarantor further agrees that, as between such the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII, such obligations (whether or not due and payable) will forthwith become due and payable by such the Guarantor for the purpose of this Note Guarantee.

Note Guarantee. (a) Subject to this Article 511, and subject to the terms of the Third Lien Intercreditor Agreement each Guarantor hereby fully of the Guarantors hereby, jointly and severally, unconditionally guarantees, guarantees on a joint senior secured basis to the extent, with respect to security, set forth in Article 12 and several basisthe Collateral Agreements, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its the Noteholder Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes, the Collateral Agreements or the obligations of the Company hereunder or thereunder, that: (1) the principal of, premiumpremium (including the Applicable Premium), if any, and interestinterest on, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium onof and interest on the Notes, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee and the Noteholder Collateral Agent hereunder or thereunder or under the Indenture or the Notes (including fees and expenses) any Collateral Agreement will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Noteshereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor The Guarantors hereby agrees agree that its their obligations under the Indenture and the Notes hereunder are full and unconditional, irrespective of the validity, regularity or enforceability of the Indenture Notes, any Collateral Agreement or the Notesthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture Notes and the Notesthis Indenture. (c) If any Holder Holder, the Noteholder Collateral Agent or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantorthe Guarantors, any amount paid by either to the Trustee Trustee, the Noteholder Collateral Agent or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders Holders, the Noteholder Collateral Agent and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. (e) Each Guarantor who is or becomes an Internal Charterer by signing this Indenture or pursuant to a supplemental indenture agrees to execute and deliver an Earnings Assignment and an Insurance Assignment.

Note Guarantee. (a) Subject to this Article 5the limitations set forth in Schedule 10.1, each the Guarantor hereby fully irrevocably Guarantees (the “Note Guarantee”), as primary obligor and unconditionally guaranteesnot merely as surety, on a joint and several basis, senior unsecured basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (1) the principal of, premium, if any, and interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company under Issuers hereunder or thereunder, (i) the Indenture or the Notes, full and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or the Notes (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and (2) in case of any extension of time of punctual payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewaldue, whether at Stated Maturity, by acceleration or otherwise, of all payment obligations of the Issuers under this Indenture and the Notes, whether for payment of principal of, premium, or interest and all other monetary obligations of the Issuers under this Indenture or in respect of the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers whether for payment obligations resulting from a Change of Control Triggering Event, fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Failing payment when due The 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 the Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any amount so guaranteed Guaranteed Obligation. (b) The Guarantor waives presentation to, demand of payment from and protest to the Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of the Guarantor hereunder shall not be affected by (i) the failure of any Holder, or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any performance so guaranteed other Person under this Indenture, the Notes 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 Notes or any other agreement; (iv) the release of any Notes held by any Holder or the Trustee for whatever reasonthe Guaranteed Obligations or any of them; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of the Guarantor, each except as provided in Section 10.02(c). (c) The Guarantor will hereby waives any right to which it may be obligated entitled to pay have its obligations hereunder divided, such that the same immediatelyGuarantor’s obligations would be less than the full amount claimed. Each The Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuers first be used and depleted as payment of the Issuers’ or the Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Guarantor hereunder. The 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 the Guarantor. (d) The Guarantor further agrees that this is the Note Guarantee 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 or the Trustee to any Note held for payment of the Guaranteed Obligations. (be) Each [Reserved] (f) The Guarantor hereby agrees that its the Note Guarantee shall remain in full force and effect until payment in full of the Guaranteed Obligations. Except as expressly set forth in Sections 8.01(b) and 10.02 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 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 and this Indenture, the Notes are full and unconditionalor any other agreement, irrespective of the validity, regularity or enforceability of the Indenture or the Notes, the absence of any action to enforce the same, by any waiver or consent 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. (g) The Guarantor agrees that the Note 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 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 Notes Issuers or otherwise unless the Note Guarantee has been released in accordance with respect this Indenture. (h) Subject to any provisions the limitations set forth in Schedule 10.1, in furtherance of the Indenture foregoing and not in limitation of any other right which any Holder or the Notes, the recovery of any judgment Trustee has at law or in equity against the CompanyGuarantor by virtue hereof, any action upon the failure of the Issuers to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of pay the principal of or interest on any Guaranteed Obligation when and as the Notes entitled to the Guaranteesame shall become due, whether at the Stated Maturity or maturity, by declaration of acceleration, call for by redemption or otherwise, legal proceedings may be instituted 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 on behalf of Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or, subject or the Trustee an amount equal to Section 6.7 the sum of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy unpaid principal amount of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoeverNotes, (ii) acknowledges that any agreement, instrument or document evidencing accrued and unpaid interest on the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it Notes and (iii) covenants that this Note Guarantee will not be discharged except by complete performance all other monetary obligations of the obligations contained in Issuers to the Indenture Holders and the NotesTrustee, including any other unpaid principal amount of such Guaranteed Obligations, accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and any Additional Amounts. (ci) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each The Guarantor agrees that it will shall not be entitled to exercise any right of subrogation in relation to the Holders in respect of any obligations Guaranteed Obligations guaranteed hereby until payment in full of all obligations guaranteed herebyGuaranteed Obligations. Each The Guarantor further agrees that, as between such Guarantorit, on the one hand, and the Holders and the Trustee, on the other hand, (1i) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article VII 6 for the purposes of this Note Guaranteethe Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed Obligations guaranteed hereby, and (2ii) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article VII6, such obligations Guaranteed Obligations (whether or not due and payable) will shall forthwith become due and payable by such the Guarantor for the purposes of this Section 10.01. (j) The Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (k) Upon request of the Trustee, the Guarantor shall execute and deliver such further instruments and do such further acts as the Trustee may reasonably require to carry out more effectively the purpose of this Note GuaranteeIndenture.

Note Guarantee. (a) Subject to this Article 5Twelve, each Guarantor hereby of the Guarantors hereby, jointly and severally, and fully and unconditionally guaranteesunconditionally, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of, this Indenture, the Securities of each series or the obligations of the Company hereunder or thereunder, that: : (1i) the principal of, premium, if any, and interest, if any, interest on the Notes will such Securities shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium onpremium, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interestinterest on such Securities, if any, on, the Notes, if lawfullawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee under the Indenture hereunder or the Notes (including fees and expenses) will thereunder shall be promptly paid in full or performedfull, all in accordance with the terms under the Indenture or the Noteshereof and thereof; and and (2ii) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor The Guarantors hereby agrees that its agree that, to the maximum extent permitted under applicable law, their obligations under the Indenture and the Notes are full and hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture Securities of each series or the Notesthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such a Guarantor. Each Subject to Section 507, each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Indenture Securities of each series and the Notesthis Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantorthe Guarantors, any amount paid by either any of them to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. (d) Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII Five for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2ii) in the event of any declaration of acceleration of such obligations as provided in Article VIIFive hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Note Guarantee. (a) Subject to the provisions of this Article 5Thirteen, each Guarantor hereby fully the Guarantors, by execution of this Indenture, jointly and unconditionally guaranteesseverally, on a joint guarantee to the Trustee and several basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: Senior Notes (1i) the due and punctual payment of the principal ofof and interest on each Senior Note, premium, if any, when and interest, if any, on as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal ofof and interest on the Senior Notes, premium onto the extent lawful, if any, irrespective and the due and punctual payment of all other obligations and due and punctual performance of all obligations of the validity and enforceability Issuer to the Holders of the Indenture, the Senior Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or the Notes (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and of such Senior Note and this Indenture, and (2ii) in the case of any extension of time of payment or renewal of any Senior Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due Each Guarantor, by execution of any amount so guaranteed or any performance so guaranteed for whatever reasonthis Indenture, each Guarantor will be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are full hereunder shall be absolute and unconditional, irrespective of the validityof, regularity and shall be unaffected by, any invalidity, irregularity or enforceability of the Indenture or the Notes, the absence unenforceability of any action such Senior Note or this Indenture, any failure to enforce the sameprovisions of any such Senior Note or this Indenture, any waiver waiver, modification or consent indulgence granted to the Issuer with respect thereto by any the Holder of the Notes with respect to any provisions of the Indenture or the Notessuch Senior Note, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, protest or notice with respect to any such Senior Note or the indebtedness evidenced thereby and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged as to any such Senior Note except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof and interest thereon. Each Guarantor further hereby agrees that, as between such Guarantor, on the one hand, and the Holders of the Senior Notes and the Trustee, on the other hand, (1i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2ii) in the event of any declaration of acceleration of such obligations as provided in Article VIIFive hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by such each Guarantor for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of any Holder of the Senior Notes under the Note Guarantees. If an officer of a Guarantor or a general partner thereof whose signature is on this Indenture or any supplemental indenture entered into in accordance with Section 13.4 no longer holds that office at any time following the execution thereof, such Guarantor’s Note Guarantee shall be valid nevertheless.

Note Guarantee. (a) Subject The Guarantor, either by execution of this Indenture or a Supplemental Indenture, fully and, subject to the limitations on the effectiveness and enforceability set forth in this Article 5Indenture or such Supplemental Indenture, each Guarantor hereby fully and as applicable, unconditionally guarantees, on a joint and several basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignsassigns on behalf of each Holder, that: (1) the full payment of principal of, premium, if any, and interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interestAdditional Amounts, if any, on, the Notes, if lawful, and all other monetary obligations of the Company to the Holders or the Trustee Issuer under the this Indenture or and the Notes (including fees obligations to the Trustee and expensesthe obligations to pay Additional Amounts, if any) will be promptly paid in full with respect to, each Note authenticated and delivered by the Trustee or performed, all its agent pursuant to and in accordance with the terms under the Indenture or the Notes; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsthis Indenture, that same will be promptly paid in full when due or performed in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Note Obligations”). The Guarantor further agrees that the Note Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantor and that the Guarantor shall remain bound under this Article Ten notwithstanding any extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due renewal of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor Note Obligation. All payments under the Note Guarantee will be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collectionmade in U.S. dollars. (b) Each The Guarantor hereby agrees that its obligations under the Indenture hereunder shall be as if it were a principal debtor and the Notes are full not merely surety, unaffected by, and unconditionalirrespective of, irrespective of the validityany invalidity, regularity irregularity or enforceability of the Indenture or the Notes, the absence unenforceability of any action Note or this Indenture, any failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder of indulgence granted to the Notes Issuer with respect to any provisions of thereto by the Indenture Holders or the NotesTrustee, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default surety or guarantor (except payment in payment full); provided that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantor increase the principal amount of a Note or the interest on rate thereon or change the Notes entitled currency of payment with respect to the Guaranteeany Note, whether at or alter the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Companythereof. Each The Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuer, any right to require a proceeding first that the Trustee pursue or exhaust its legal or equitable remedies against the CompanyIssuer prior to exercising its rights under the Note Guarantee (including, protestfor the avoidance of doubt, any right which the Guarantor may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against the Guarantor or its assets), protest or notice with respect to any Note or the Indebtedness evidenced thereby and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this its Note Guarantee will not be discharged with respect to any Note except by complete performance payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.04. If at any time any payment of principal of, premium, if any, interest, if any, or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Issuer, the Guarantor’s obligations contained in hereunder with respect to such payment shall be reinstated as of the Indenture and the Notesdate of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) If The Guarantor also agrees to pay any Holder or the Trustee is required and all costs and expenses (including reasonable attorneys’ fees) incurred by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, any Holder in enforcing any rights under this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effectSection 10.01. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII, such obligations (whether or not due and payable) will forthwith become due and payable by such Guarantor for the purpose of this Note Guarantee.

Note Guarantee. (a) Subject to this Article 510, from and after the consummation of the Acquisition, each Guarantor hereby fully of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: : (1a) the principal of, interest and premium, if any, and interest, if any, on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium onof and interest on the Notes, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee under the Indenture hereunder or the Notes (including fees and expenses) will thereunder shall be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Noteshereof and thereof; and and (2b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor . The Guarantors hereby agrees agree that its their obligations under the Indenture and the Notes are full and hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture Notes or the Notesthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Indenture Notes and this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Notes. (c) Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or such Guarantorthe Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. (d) . Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such obligations as provided in Article VII6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantee. (a) Subject to this Article 510, each Guarantor hereby fully of the Guarantors, if any, hereby, jointly and severally, irrevocably and unconditionally guaranteesGuarantees, on a joint and several senior basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (1) the principal of, of and premium, if any, and interestinterest (including Additional Interest, if any, ) on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium onof and interest on the Notes, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture hereunder or the Notes (including fees and expenses) will thereunder shall be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Noteshereof and thereof; and and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this its Note Guarantee is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor The Guarantors hereby agrees agree that its their obligations under the Indenture and the Notes are full and hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture Notes or the Notesthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of or the Notes Trustee with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this its Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Indenture Notes and the Notesthis Indenture, or pursuant to Section 10.06. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantorthe Guarantors, any amount paid by either to the Trustee or such Holder, this each Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. (d) Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII 6 for the purposes of this its Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII6, such obligations (whether or not due and payable) will shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of this the Note GuaranteeGuarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. (e) Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation, reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (f) In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (g) Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantee. (a) Subject to this Article 5XVII, each Guarantor hereby fully Guarantor, jointly and severally, irrevocably and unconditionally guarantees, guarantees on a joint and several basis, senior unsecured basis to each Holder holder of a Note Guaranteed Security authenticated and delivered by the Trustee with respect thereto and to the Trustee with respect thereto and its successors and assigns, assigns that: : (1a) the principal of, premium, if any, and interest, if any, interest on the Notes will Guaranteed Securities shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium onof and interest on the Guaranteed Securities, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders of such Guaranteed Securities or the Trustee with respect thereto hereunder or thereunder whether for payment of principal of, premium, if any, or interest on the Securities and all other monetary obligations of the Company under the Guaranteed Securities and under this Indenture or with respect to the Notes (including fees and expenses) will Guaranteed Securities shall be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Noteshereof and thereof; and and (2b) in case of any extension of time of payment or renewal of any Notes Guaranteed Securities or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will be obligated to pay the same immediately. Each Guarantor agrees that this The following is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are full and unconditional, irrespective of the validity, regularity or enforceability of the Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture and the Notes. (c) . If any Holder of a Guaranteed Security or the Trustee with respect thereto 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 either the Company or such GuarantorCompany, any amount paid by either to the such Trustee or such Holder, this Note the applicable Guarantee, to the extent theretofore discharged, will shall be reinstated and thereafter be in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as As between such a Guarantor, on the one hand, and the Holders of the Guaranteed Securities and the TrusteeTrustee with respect thereto, on the other hand, (1x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII VIII for the purposes of this Note such Guarantor’s Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such obligations as provided in Article VIIVIII, such obligations (whether or not due and payable) will shall forthwith become due and payable by such Guarantor for the purpose of this Note its Guarantee. Each Guarantee shall be a continuing guarantee and shall: (i) remain in full force and effect until payment in full of all the applicable obligations guaranteed hereby; (ii) subject to Section 17.06, be binding upon the Guarantor and its successors; and (iii) inure to the benefit of and be enforceable by the Holders of the Guaranteed Securities, the Trustee with respect thereto and their successors, transferees and assigns. A Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company or the Guarantor for liquidation or reorganization, should the Company or the Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s or such Guarantor’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Guaranteed Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Guaranteed Securities, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Guaranteed Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of a Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantee. (a) Subject to this Article 514, each Guarantor hereby fully of the Guarantors, if any, hereby, jointly and severally, irrevocably and unconditionally guarantees, on a joint and several senior basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company hereunder or thereunder, that: : (1) the principal of, of and premium, if any, and interest, if any, interest on the Notes will Securities shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium onof and interest on the Securities, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture hereunder or the Notes (including fees and expenses) will thereunder shall be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Noteshereof and thereof; and and (2) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor The Guarantors hereby agrees agree that its their obligations under the Indenture and the Notes are full and hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture Securities or the Notesthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Indenture Securities and the Notesthis Indenture, or pursuant to Section 14.06. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantorthe Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. (d) Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII Section 5.02 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII, Section 5.02 such obligations (whether or not due and payable) will shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. (e) Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation, reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities or the Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (f) In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (g) Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantee. (a) Subject to this Article 5Section 11.06 hereof, each Guarantor hereby fully of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes and the Obligations of the Company hereunder and thereunder, that: : (1a) the principal of, premium, if any, interest and interestLiquidated Damages, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal ofprincipal, premium onpremium, if any, irrespective of (to the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and extent permitted by law) interest on any interest, if any, onand Liquidated Damages, if any, on the Notes, if lawful, and all other obligations payment Obligations of the Company to the Holders or the Trustee under the Indenture hereunder or the Notes (including fees and expenses) thereunder will be promptly paid in full or and performed, all in accordance with the terms under the Indenture or the Noteshereof and thereof; and and (2b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor reason the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that An Event of Default under this is a guarantee Indenture or the Notes shall constitute an event of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations default under the Indenture Subsidiary Guarantees, and shall entitle the Notes are full Holders to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors hereby agree that their Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture Notes or the Notesthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such a Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged except by complete performance of the obligations Obligations contained in the Indenture Notes and the Notes. (c) this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors, or any custodianNote Custodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or such Guarantorthe Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. (d) . Each Guarantor agrees that it will shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article VII 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article VII6 hereof, such obligations Obligations (whether or not due and payable) will shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.

Note Guarantee. (a) Subject By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 515, each Guarantor hereby fully and unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and to the Trustee and its successors and assigns, assigns that: : (1i) the principal ofof (including the Redemption Price upon redemption pursuant to Article 3), and premium, if any, and interest on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ or otherwise, and interest on overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or under the Indenture or the Notes (including fees and expensesfees, expenses or other) will shall be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Noteshereof; and and (2ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitythe Maturity Date, by acceleration acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Failing payment when due Subject to the provisions of any amount so guaranteed or any performance so guaranteed for whatever reasonthis Article 15, each Guarantor will be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are full and Note Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture Notes or the Notesthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notesthereof, the recovery entry of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that in may arise by reason of the event incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a default Benefited Party to file or enforce a claim against the estate (in payment administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the principal existence, creation or incurring of any new or interest additional indebtedness or obligation or of any action or non-action on the Notes entitled to part of such Guarantor, the GuaranteeIssuer, whether at any Benefited Party, any creditor of such Guarantor or the Stated Maturity Issuer or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth part of any other Person whomsoever in connection with any obligations the Indentureperformance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, directly including but not limited to an election to proceed against such Guarantor to enforce for reimbursement; (e) any defense based upon any statute or rule of law which provides that the Guarantee without first obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding against instituted under the CompanyBankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby (i) waives diligencecovenants that, presentmentexcept as otherwise provided therein, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will shall not be discharged except by complete performance payment in full of all Guarantee Obligations, including the obligations contained principal of and premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in the Indenture and the Notes. (c) Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the CompanyIssuer or the Guarantors, any Guarantor or any custodian, trustee, liquidator trustee or other similar official acting in relation to either the Company Issuer or such Guarantorthe Guarantors, any amount paid by either the Issuer or the Guarantors to the Trustee or such Holder, this the Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. (d) . Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantorit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (1x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII 6 hereof for the purposes of this Note Guaranteehereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyGuarantee Obligations, and (2y) in the event of any declaration of acceleration of such obligations as provided in Article VII6 hereof, such obligations Guarantee Obligations (whether or not due and payable) will shall forthwith become due and payable by such Guarantor for the purpose of this the Note Guarantee.

Note Guarantee. (a) Subject to this Article 5, each Each New Guarantor hereby fully and unconditionally guarantees, on a joint and several basis, to each Holder of a Note authenticated and delivered by Notes (including each Holder of Securities issued under the Trustee Indenture after the date of this Supplemental Indenture) and to the Trustee and its successors and assigns, that: (1i) the principal of, premium, if any, full and interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, irrespective punctual payment of the validity and enforceability of the Indenture, the Notes or the all monetary obligations of the Company Issuer under the Indenture or (including obligations to the Notes, Trustee) and interest, if any, on, (ii) the Notes, if lawful, full and punctual performance within applicable grace periods of all other obligations of the Company to the Holders or the Trustee Issuer under the Indenture or the Notes (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will be obligated to pay the same immediatelyIndenture. Each New Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby further agrees that its obligations under the Indenture and the Notes are full and hereunder shall be unconditional, irrespective of the validity, regularity absence or enforceability of the Indenture or the Notes, the absence existence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the Company, any action Issuer (except to enforce the same extent such judgment is paid) or any waiver or amendment of the provisions of the Indenture or the Notes (or such other circumstance which might Securities) to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of such Guarantor. New Guarantor (except that such waiver or amendment shall be effective in accordance with its terms). (b) Each New Guarantor hereby further agrees that in the event its Guarantee constitutes a guarantee of a default in payment, performance and compliance and not merely of collection. (c) Each New Guarantor further agrees to waive presentment to, demand of payment of the principal of or interest on the Notes entitled from and protest to the Issuer of its Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) also waives diligence, notice of acceptance of its Guarantee, presentment, demand of for payment, notice of protest for nonpayment, the filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, Issuer and any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that Issuer or any agreement, instrument other Person. The obligations of each New Guarantor shall not be affected by any failure or document evidencing policy on the Guarantee may be transferred and that part of the benefit of its obligations hereunder shall extend Trustee to each holder exercise any right or remedy under the Indenture or the Notes of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture and the Notesseries. (cd) The obligation of each New Guarantor to make any payment hereunder may be satisfied by causing the Issuer or another Obligor to make such payment. If any Holder of any Note or the Trustee is required by any court or otherwise to return to the Company, Issuer or any Guarantor Obligor or any custodian, trustee, liquidator or other similar official acting in relation to either any of the Company Issuer or any such Guarantor, Obligor any amount paid by either any of them to the Trustee or such Holder, this Note any applicable Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. (de) Each New Guarantor also agrees that it will not be entitled to pay any right and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of subrogation Notes in relation enforcing any of their respective rights under its Guarantee. (f) Any term or provision of this Supplemental Indenture to the Holders in respect contrary notwithstanding, the maximum aggregate amount of any obligations each New Guarantor’s Guarantee shall not exceed the maximum amount that can be hereby guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees thatwithout rendering this Supplemental Indenture, as between it relates to such New Guarantor, on voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the one hand, and the Holders and the Trustee, on the rights of creditors generally. Notwithstanding any other hand, (1) the maturity provision of the obligations Indenture or this Supplemental Indenture to the contrary, no obligation of the Issuer shall be (or shall be deemed to be) guaranteed hereby may be accelerated by, or otherwise supported directly or indirectly by the assets of, any New Guarantor to the extent its Guarantee could, as provided determined by the Issuer (acting reasonably and in Article VII good faith), result in material adverse U.S. tax consequences for the purposes Issuer or any of this Note Guarantee, notwithstanding any stay, injunction its direct or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII, such obligations (whether indirect owners or not due and payable) will forthwith become due and payable by such Guarantor for the purpose of this Note Guaranteesubsidiaries.

Note Guarantee. (a) Subject to this Article 511 and to the requirements of Section 11 of the CSAA, each Guarantor hereby fully of the Guarantors hereby, jointly and severally, unconditionally guaranteesreaffirms and confirms hereunder its guarantee made pursuant to Section 11 of the CSAA to the Security Trustee for the ratable benefit of each of the Secured Parties, on a joint and several basis, to including each Holder of a Note authenticated and delivered by the Trustee Trustee, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, pursuant to the Trustee and its successors and assigns, which it has guaranteed that: (1) the principal of, premiumpremium and interest on, if any, and interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium onof and interest on the Notes, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture hereunder or the Notes (including fees and expenses) thereunder will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Noteshereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor the Guarantors will be jointly and severally obligated to pay the same immediately, subject to the CSAA. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor The Guarantors hereby agrees agree that its their obligations under the Indenture and the Notes Note Guarantees are full and unconditional, irrespective of the validity, regularity or enforceability of the Indenture Notes or the Notesthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor. Each To the extent permitted by applicable law, each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture Notes and the Notesthis Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantorthe Guarantors, any amount paid by either to the Trustee or such Holder, this the Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees and confirms that it will not be entitled to any right the provisions of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity Section 11 of the obligations guaranteed hereby may be accelerated as provided in Article VII for the purposes of this CSAA apply to its Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII, such obligations (whether or not due and payable) will forthwith become due and payable by such Guarantor for the purpose of this Note GuaranteeGuarantees.

Note Guarantee. (a) Subject to this Article 5Section 11.6 hereof, each Guarantor hereby fully of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes and the Obligations of the Company hereunder and thereunder, that: : (1a) the principal of, premium, if any, interest and interestLiquidated Damages, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal ofprincipal, premium onpremium, if any, irrespective of (to the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and extent permitted by law) interest on any interest, if any, onand Liquidated Damages, if any, on the Notes, if lawful, and all other obligations payment Obligations of the Company to the Holders or the Trustee under the Indenture hereunder or the Notes (including fees and expenses) thereunder will be promptly paid in full or and performed, all in accordance with the terms under the Indenture or the Notes; and hereof and thereof, and (2b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor reason the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that An Event of Default under this is a guarantee Indenture or the Notes shall constitute an event of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations default under the Indenture Note Guarantees, and shall entitle the Notes are full Holders to accelerate the Obligations of the Subsidiary Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Subsidiary Guarantors hereby agree that their Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture Notes or the Notesthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII, such obligations (whether or not due and payable) will forthwith become due and payable by such Guarantor for the purpose of this Note Guarantee.

Note Guarantee. (a) Subject to this Article 5, each Each Guarantor hereby fully jointly and severally, irrevocably and unconditionally guaranteesGuarantees, on a joint and several senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee Trustee, and to the Trustee on behalf of such Holder, the due and its successors and assigns, that: (1) punctual payment of the principal of, of (and premium, if any, ) and interestinterest (including Additional Amounts, if any, ) on such Note when and as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturitythe Stated Maturity, by acceleration, redemption call for redemption, purchase or otherwise, and interest on the overdue principal of, premium on, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or the Notes (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of such Note and of this Indenture. In case of the extension or renewalfailure of the Issuer punctually to make any such payment, each Guarantor hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated MaturityMaturity or by acceleration, by acceleration call for redemption, purchase or otherwise, and as if such payment were made by the Issuer. Failing payment when due The Note Guarantee extends to the Issuer’s repurchase obligations arising from a Change of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will be obligated Control pursuant to pay the same immediatelySection 4.11. Each Guarantor agrees that this is a guarantee of payment hereby jointly and not a guarantee of collection. (b) Each Guarantor hereby severally agrees that its obligations under the Indenture and the Notes are full hereunder shall be irrevocable and unconditional, irrespective of the validity, regularity or enforceability of the Indenture such Note or the Notesthis Indenture, the absence of any action to enforce the same, any exchange, release or non-perfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee of all or any of the Notes, the effects of Bankruptcy Law applicable in the event of bankruptcy proceedings being opened with respect to the Issuer, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Notes, any waiver or consent by any the Holder of such Note or by the Notes Trustee with respect to any provisions thereof or of the Indenture or the Notesthis Indenture, the recovery obtaining of any judgment against the Company, Issuer or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor. Each Guarantor hereby agrees that in waives the event benefits of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand for payment, any requirement that the Trustee or any of paymentthe Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Issuer or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, protest or notice with respect to such Note or the Indebtedness evidenced thereby and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged in respect of such Note except by complete performance of the obligations contained in the Indenture such Note and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee. Each Guarantor hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest (including Additional Amounts, if any) on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each Guarantor to enforce the Note Guarantee without first proceeding against the Issuer. Each Guarantor agrees that, to the extent theretofore dischargedpermitted by applicable law, will if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders is prevented by applicable law from exercising its respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, or the Trustee or the Holders are prevented from taking any action to realize on any collateral, such Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be reinstated exercised by the Trustee or any of the Holders. No provision of the Note Guarantee or of this Indenture shall alter or impair the Note Guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of (and premium, if any) and interest (including Additional Amounts, if any) on the Note upon which such Note Guarantee is endorsed. Each Note Guarantee shall remain in full force and effect. (d) Each Guarantor agrees that it will not effect and continue to be entitled to effective should any right petition be filed by or against the Issuer for liquidation or reorganization or equivalent proceeding under applicable law, should the Issuer become insolvent or make an assignment for the benefit of subrogation in relation creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, or the equivalent of any of the foregoing under applicable law, and shall, to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees thatfullest extent permitted by applicable law, continue to be effective or be reinstated, as between such Guarantorthe case may be, if at any time payment and performance of the Notes, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the one handNotes, whether as a voidable preference, fraudulent transfer, or as otherwise provided under similar laws affecting the rights of creditors generally or under applicable laws of the jurisdiction of formation of the Issuer, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders and under the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII, such obligations (whether or not due and payable) will forthwith become due and payable by such Guarantor for the purpose of this Note Guarantee.

Note Guarantee. (a) Subject to this Article 5, each Each New Guarantor hereby fully agrees to jointly and severally, fully, unconditionally guaranteesand irrevocably guarantee the Notes and obligations of the Issuer under the Notes and the Indenture, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignson behalf of such Holder, that: : (1i) the principal of, of and premium, if any, any and interest, if any, interest on the Notes will shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, call for redemption or otherwiseotherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue principal, if any, and interest on the any overdue principal of, premium on, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, to the Notes, if extent lawful, and all other obligations of the Company Issuer to the Holders or the Trustee under the Notes and the Indenture or the Notes (including fees and expenses) will shall be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Noteshereof and thereof; and and (2ii) in case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will the New Guarantees shall be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each New Guarantor hereby agrees that its obligations under the Indenture and the Notes are full and hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture Notes or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. any Obligor. (c) Each New Guarantor hereby agrees that in to waive the event benefits of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer or any other Person, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and covenants that the benefit New Guarantee of its obligations hereunder such New Guarantor shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged as to any Note except by complete performance of the obligations contained in such Note or as provided for in this Supplemental Indenture. Each New Guarantor hereby agrees that, in the Indenture event of a default in payment of principal or premium, if any, or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in the Indenture, directly against such New Guarantor to enforce its New Guarantee without first proceeding against the Issuer or any other Guarantor. Each New Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such New Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. (cd) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer or any Guarantor, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or such any Guarantor, any amount paid by either any of them to the Trustee or such Holder, this Note each New Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of the Indenture. (de) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each New Guarantor further agrees that, as between such Guarantoritself, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII VI of the Indenture for the purposes of this Note its New Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such obligations as provided in Article VIIVI of the Indenture, such obligations (whether or not due and payable) will shall forthwith become due and payable by such New Guarantor for the purpose of this Note its New Guarantee.

Note Guarantee. (a) Subject to this Article 5, each Each Guarantor hereby fully jointly and severally, irrevocably and unconditionally guaranteesGuarantees, on a joint and several senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee Trustee, and to the Trustee on behalf of such Holder, the due and its successors and assigns, that: (1) punctual payment of the principal of, of (and premium, if any, ) and interestinterest (including Additional Amounts, if any, ) on such Note when and as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturitythe Stated Maturity, by acceleration, redemption call for redemption, purchase or otherwise, and interest on the overdue principal of, premium on, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or the Notes (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of such Note and of this Indenture. In case of the extension or renewalfailure of the Issuer punctually to make any such payment, each Guarantor hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated MaturityMaturity or by acceleration, by acceleration call for redemption, purchase or otherwise, and as if such payment were made by the Issuer. Failing payment when due The Note Guarantee extends to the Issuer’s repurchase obligations arising from a Change of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will be obligated Control pursuant to pay the same immediatelySection 4.11. Each Guarantor agrees that this is a guarantee of payment hereby jointly and not a guarantee of collection. (b) Each Guarantor hereby severally agrees that its obligations under the Indenture and the Notes are full hereunder shall be irrevocable and unconditional, irrespective of the validity, regularity or enforceability of the Indenture such Note or the Notesthis Indenture, the absence of any action to enforce the same, any exchange, release or non-perfection of any Lien on any collateral for, the effects of Bankruptcy Law applicable in the event of bankruptcy proceedings being opened with respect to the Issuer, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Notes, any waiver or consent by any the Holder of such Note or by the Notes Trustee with respect to any provisions thereof or of the Indenture or the Notesthis Indenture, the recovery obtaining of any judgment against the Company, Issuer or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor. Each Guarantor hereby agrees that in waives the event benefits of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand for payment, any requirement that the Trustee or any of paymentthe Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Issuer or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, protest or notice with respect to such Note or the indebtedness evidenced thereby and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged in respect of such Note except by complete performance of the obligations contained in the Indenture such Note and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee. Each Guarantor hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest (including Additional Amounts, if any) on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each Guarantor to enforce the Note Guarantee without first proceeding against the Issuer. Each Guarantor agrees that, to the extent theretofore dischargedpermitted by applicable law, will if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders is prevented by applicable law from exercising its respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, or the Trustee or the Holders are prevented from taking any action to realize on any collateral, such Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be reinstated exercised by the Trustee or any of the Holders. No provision of the Note Guarantee or of this Indenture shall alter or impair the Note Guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of (and premium, if any) and interest (including Additional Amounts, if any) on the Notes. Each Note Guarantee shall remain in full force and effecteffect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization or equivalent proceeding under applicable law, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, or the equivalent of any of the foregoing under applicable law, and shall, to the fullest extent permitted by applicable law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a voidable preference, fraudulent transfer, or as otherwise provided under similar laws affecting the rights of creditors generally or under applicable laws of the jurisdiction of formation of the Issuer, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. (db) Each Note Guarantee (other than the Company’s Note Guarantee) will be limited in amount to an amount not to exceed the maximum amount that can be guaranteed by the applicable Guarantor agrees that it will not be entitled to any right of subrogation in relation to without rendering the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees thatNote Guarantee, as between it relates to such Guarantor, on voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity rights of creditors generally or under applicable law of the obligations guaranteed hereby may be accelerated as provided in Article VII for the purposes jurisdiction of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration incorporation of such obligations as provided in Article VII, such obligations (whether or not due and payable) will forthwith become due and payable by such Guarantor for the purpose of this Note GuaranteeGuarantor.

Note Guarantee. (a) Subject to this Article 5Section 11.03 hereof, each the Guarantor hereby fully and unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes and the Obligations of the Company hereunder and thereunder, that: : (1a) the principal of, premium, if any, interest and interestLiquidated Damages, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal ofprincipal, premium onpremium, if any, irrespective of (to the validity extent permitted by law) interest and enforceability of the IndentureLiquidated Damages, the Notes or the obligations of the Company under the Indenture or if any, on the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations payment Obligations of the Company to the Holders or the Trustee under the Indenture hereunder or the Notes (including fees and expenses) thereunder, will be promptly paid in full or and performed, all in accordance with the terms under the Indenture or the Noteshereof and thereof; and and (2b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, each reason the Guarantor will be obligated to pay the same immediately. Each An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantee, and shall entitle the Holders to accelerate the Obligations of the Guarantor agrees that this is a guarantee hereunder in the same manner and to the same extent as the Obligations of payment and not a guarantee of collection. (b) Each the Company. The Guarantor hereby agrees agree that its obligations under the Indenture and the Notes are full and Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture Notes or the Notesthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the Company, any action acion to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each The Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoeverwhatsoever and covenants that, (ii) acknowledges that any agreementsubject to the provisions of Article 8 of the Indenture, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged except by complete performance of the obligations Obligations contained in the Indenture Notes and the Notes. (c) this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantor, or any custodianNote Custodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or such the Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. (d) Each . The Guarantor agrees that it will shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. Each The Guarantor further agrees that, as between such the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article VII 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article VII6 hereof, such obligations Obligations (whether or not due and payable) will shall forthwith become due and payable by such the Guarantor for the purpose of this Note Guarantee.

Note Guarantee. (a) Subject By its execution hereof, the Guarantor acknowledges and agrees that the Notes shall be entitled to the benefits of a Guarantee. Accordingly, subject to the provisions of this Article 5Article, each the Guarantor hereby fully and unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to Trustee, the Trustee Trustee, and its successors and assigns, assigns that: : (1i) the principal ofof (including the Redemption Price upon redemption pursuant to Article IV), premium, if any, and interest, if any, on the Notes will shall be promptly duly and punctually paid in full when due, whether at maturitythe Stated Maturity, by upon acceleration, upon redemption or otherwise, and interest on the overdue principal ofprincipal, premium onpremium, if any, irrespective of and (to the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and extent permitted by law) interest on any interest, if any, on, on the Notes, if lawful, Notes and all other obligations of the Company to the Holders or the Trustee hereunder or under the Indenture or the Notes (including fees and expensesfees, expenses or other) will shall be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Noteshereof; and and (2ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Stated Maturity, by acceleration acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in this Article (collectively, the “Guarantee Obligations”). Failing payment when due Subject to the provisions of any amount so guaranteed or any performance so guaranteed for whatever reasonthis Article, each Guarantor will be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are full and Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture Notes or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notesthereof, the recovery entry of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each The Guarantor hereby agrees that in waives and relinquishes: (a) any right to require the event of a default in payment of the principal of or interest on the Notes entitled to the GuaranteeTrustee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders oror the Company (each, subject a “Benefited Party”) to Section 6.7 of proceed against the Base Indenture, Company or any other person or to proceed against or exhaust any security held by the Holders, on the terms and conditions set forth a Benefited Party at any time or to pursue any other remedy in the Indenture, directly against such Guarantor to enforce the Guarantee without first any secured party’s power before proceeding against the Company. Each Guarantor hereby Guarantor; (ib) waives any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) diligence, presentment, demand benefit of paymentdiscussion, filing demand, protest and notice of claims with a court in any kind (except as expressly required by the event Indenture), including but not limited to notice of insolvency the existence, creation or bankruptcy incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Company, any right Benefited Party, any creditor of the Guarantor or the Company or on the part of any other person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to require a proceeding first an election to proceed against the CompanyGuarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, protestin any proceeding instituted under the Bankruptcy Law, notice of the application of Section 1111(b)(2) of the Bankruptcy Code; and all demands whatsoever(g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, (ii) acknowledges that any agreementexcept as otherwise provided therein, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged except by complete performance payment in full of all Guarantee Obligations, including the obligations contained in principal, premium, if any, and interest on the Indenture Notes and all other costs provided for under the Notes. (c) Indenture. If any Holder or the Trustee is required by any court or otherwise to return to either the CompanyCompany or the Guarantor, any Guarantor or any custodian, trustee, liquidator trustee or other similar official acting in relation to either the Company or such the Guarantor, any amount paid by either the Company or the Guarantor to the Trustee or such Holder, this the Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. (d) Each . The Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each The Guarantor further agrees that, as between such Guarantorit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (1x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII VI of the Base Indenture for the purposes of this Note Guaranteehereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyGuarantee Obligations, and (2y) in the event of any declaration of acceleration of such obligations as provided in Article VIIVI of the Base Indenture, such obligations Guarantee Obligations (whether or not due and payable) will shall forthwith become due and payable by such the Guarantor for the purpose of this Note the Guarantee.

Note Guarantee. (a) Subject to this Article 5X, each Guarantor hereby fully of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: : (1a) the principal of, interest and premium, if any, and interest, if any, on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium onof and interest on the Notes, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company Issuers to the Holders or the Trustee under the Indenture hereunder or the Notes (including fees and expenses) will thereunder shall be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and hereof and thereof and (2b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor . The Guarantors hereby agrees agree that its their obligations under the Indenture and the Notes are full and hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture Notes or the Notesthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will shall not be discharged except by full payment or complete performance of the obligations contained in the Indenture Notes and this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Notes. (c) Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or such Guarantorthe Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. (d) . Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII VI hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such obligations as provided in Article VIIVI hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall rank equally in right of payment with all existing and future unsubordinated indebtedness of such Guarantor, if any. Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantee. (a) Subject to this Article 510, each Guarantor hereby fully of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (1) the principal of, premiumpremium and Additional Interest, if any, and interest, if any, interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium onof and interest on the Notes, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company Issuers to the Holders or the Trustee under the Indenture hereunder or the Notes (including fees and expenses) thereunder will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Noteshereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor The Guarantors hereby agrees agree that its their obligations under the Indenture and the Notes hereunder are full and unconditional, irrespective of the validity, regularity or enforceability of the Indenture Notes or the Notesthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor, other than payment in full of all obligations under the Notes. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture Notes and the Notesthis Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or such Guarantorthe Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Note Guarantee. (a) Subject to this Article 5, each Each Subsidiary Guarantor hereby fully jointly and severally, unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (1) the principal of, premium, if any, and interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, irrespective of the validity and or enforceability of the this Indenture, the Notes or the obligations of the Company under the this Indenture or the Notes, that: (i) the principal of and interest on the Notes will be paid in full when due, whether at the maturity or interest payment or mandatory redemption date, by acceleration, call for redemption or otherwise, and interest on the overdue principal of and interest, if any, on, on the Notes, if lawful, Notes and all other obligations of the Company to the Holders or the Trustee under the this Indenture or the Notes (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms under the of this Indenture or and the Notes; and and (2ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same they will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Subsidiary Guarantor will be obligated to pay the same immediatelywhether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Section 6.2. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . Each Subsidiary Guarantor hereby agrees that its obligations under the Indenture with regard to this Note Guarantee shall be joint and the Notes are full several and unconditional, irrespective of the validity, regularity validity or enforceability of the Indenture Notes or the Notesobligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the CompanyCompany or any other obligor with respect to this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstance circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of such a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, waives and relinquishes all claims, rights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, rights or remedies, including but not limited to: (a) any right to require the Trustee, the Holders or the Company (each, a “Benefited Party”) to proceed against the Company or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any Benefited Party’s power before proceeding against such Subsidiary Guarantor; (b) the defense of the statute of limitations in any action hereunder or in any action for the collection of any Indebtedness or the performance of any obligation hereby agrees guaranteed; (c) any defense that in may arise by reason of the event incapacity, lack of authority, death or disability of any other Person or the failure of a default Benefited Party to file or enforce a claim against the estate (in payment administration, bankruptcy or any other proceeding) of any other Person; (d) demand, protest and notice of any kind including but not limited to notice of the principal existence, creation or incurring of any new or interest additional Indebtedness or obligation or of any action or non-action on the Notes entitled to the Guaranteepart of such Subsidiary Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right Benefited Party, any creditor of such Subsidiary Guarantor, the Company or on the part of any other Person whomsoever in connection with any Indebtedness or obligations hereby guaranteed; (e) any defense based upon an election of remedies by a Benefited Party, including but not limited to require a proceeding first an election to proceed against the Company, protest, notice and all demands whatsoever, such Subsidiary Guarantor for reimbursement; (iif) acknowledges that any agreement, instrument defense based upon any statute or document evidencing the Guarantee may be transferred and rule of law which provides that the benefit obligation of its obligations hereunder shall extend to each holder a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (g) any agreementdefense arising because of a Benefited Party’s election, instrument in any proceeding instituted under Bankruptcy Law, of the application of 11 U.S.C. Section 1111 (b)(2); or document evidencing the Guarantee without notice to it and (iiih) any defense based on any borrowing or grant of a security interest under 11 U.S.C. Section 364. Each Subsidiary Guarantor hereby covenants that this its Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture its Note Guarantee and the Notes. (c) this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to either the Company, any Guarantor Company or any custodianSubsidiary Guarantor, trustee, liquidator or other similar official any Custodian acting in relation to either the Company or such Subsidiary Guarantor, any amount paid by either the Company or such Subsidiary Guarantor to the Trustee or such Holder, this the applicable Note GuaranteeGuarantees, to the extent theretofore discharged, will shall be reinstated and be in full force and effect. (d) . Each Subsidiary Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII Section 6.2 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect as to the Company or any other obligor on the Notes of the obligations guaranteed hereby, and (2ii) in the event of any declaration of acceleration of such those obligations as provided in Article VIISection 6.2, such those obligations (whether or not due and payable) will forthwith become due and payable by such Subsidiary Guarantor for the purpose of this Note Guarantee.

Note Guarantee. (a) Subject to the provisions of this Article 5Ten, each Guarantor hereby fully the Guarantors, by execution of this Indenture, jointly and unconditionally guaranteesseverally, on a joint and several basis, guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (1i) the due and punctual payment of the principal ofof and interest on each Note, premium, if any, when and interest, if any, on as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal of, premium on, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or interest on the Notes, and interest, if any, on, to the Notes, if extent lawful, and the due and punctual payment of all other obligations and due and punctual performance of all obligations of the Company to the Holders or the Trustee under the Indenture or the Notes (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms under of such Note, this Indenture and the Indenture or the Notes; and Exchange and Registration Rights Agreement, and (2ii) in the case of any extension of time of payment or renewal of any Notes 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, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due Each Guarantor, by execution of any amount so guaranteed or any performance so guaranteed for whatever reasonthis Indenture, each Guarantor will be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are full hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the validityprovisions of any such Note, regularity or enforceability of the this Indenture or the Notes, the absence of any action to enforce the sameExchange and Registration Rights Agreement, any waiver waiver, modification or consent indulgence granted to the Company with respect thereto by any the Holder of the Notes with respect to any provisions of the Indenture or the Notessuch Note, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged as to any such Note except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof and interest thereon. Each Guarantor further hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII Six hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2ii) in the event of any declaration of acceleration of such obligations as provided in Article VIISix hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by such each Guarantor for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of any Holder under the Note Guarantees.

Note Guarantee. (a) Subject to this Article 510, each Guarantor hereby fully of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (1) the principal of, premiumpremium and Liquidated Damages, if any, and interest, if any, interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium onof and interest on the Notes, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company Issuers to the Holders or the Trustee under the Indenture hereunder or the Notes (including fees and expenses) thereunder will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Noteshereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor The Guarantors hereby agrees agree that its their obligations under the Indenture and the Notes hereunder are full and unconditional, irrespective of the validity, regularity or enforceability of the Indenture Notes or the Notesthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor, other than payment in full of all obligations under the Notes. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture Notes and the Notesthis Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or such Guarantorthe Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Note Guarantee. (a) Subject to the provisions of this Article 5XIII, each Guarantor hereby fully the Guarantors, by execution of this Indenture, jointly and unconditionally guaranteesseverally, on a joint and several basis, guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: Existing Securities (1i) the due and punctual payment of the principal ofof and interest on each Existing Security, premium, if any, when and interest, if any, on as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal ofof and interest on the Existing Securities, premium on, if any, irrespective of to the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if extent lawful, and the due and punctual payment of all other obligations and due and punctual performance of all obligations of the Company to the Holders of the Existing Securities or the Trustee under the Indenture or the Notes (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and of such Existing Security and this Indenture, and (2ii) in the case of any extension of time of payment or renewal of any Notes Existing 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, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due Each Guarantor, by execution of any amount so guaranteed or any performance so guaranteed for whatever reasonthis Indenture, each Guarantor will be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are full hereunder shall be absolute and unconditional, irrespective of the validityof, regularity and shall be unaffected by, any invalidity, irregularity or enforceability of the Indenture or the Notes, the absence unenforceability of any action such Existing Security or this Indenture, any failure to enforce the sameprovisions of any such Existing Security or this Indenture, any waiver waiver, modification or consent indulgence granted to the Company with respect thereto by any the Holder of the Notes with respect to any provisions of the Indenture or the Notessuch Existing Security, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any such Existing Security or the Indebtedness evidenced thereby and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged as to any such Existing Security except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof and interest thereon. Each Guarantor further hereby agrees that, as between such Guarantor, on the one hand, and the Holders of the Existing Securities and the Trustee, on the other hand, (1i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII V hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2ii) in the event of any declaration of acceleration of such obligations as provided in Article VII``V hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by such each Guarantor for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of any Holder of the Existing Securities under the Note Guarantees. If an officer of a Guarantor whose signature is on this Indenture or any supplemental indenture entered into in accordance with Section 13.4 no longer holds that office at any time following the execution thereof, such Guarantor’s Note Guarantee shall be valid nevertheless.

Note Guarantee. (a) Subject to this Article 511, and subject to the terms of the Intercreditor Agreements, each Guarantor hereby fully of the Guarantors hereby, jointly and severally, unconditionally guarantees, guarantees on a joint senior secured basis to the extent, with respect to security, set forth in Article 12 and several basisthe Collateral Agreements, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its the Noteholder Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes, the Collateral Agreements or the obligations of the Company hereunder or thereunder, that: (1) the principal of, premium, if any, and interestinterest on, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium onof and interest on the Notes, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee and the Noteholder Collateral Agent hereunder or thereunder or under the Indenture or the Notes (including fees and expenses) any Collateral Agreement will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Noteshereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor The Guarantors hereby agrees agree that its their obligations under the Indenture and the Notes hereunder are full and unconditional, irrespective of the validity, regularity or enforceability of the Indenture Notes, any Collateral Agreement or the Notesthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture Notes and the Notesthis Indenture. (c) If any Holder Holder, the Noteholder Collateral Agent or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantorthe Guarantors, any amount paid by either to the Trustee Trustee, the Noteholder Collateral Agent or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders Holders, the Noteholder Collateral Agent and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. (e) Each Guarantor who is or becomes an Internal Charterer by signing this Indenture or pursuant to a supplemental indenture agrees to execute and deliver an Earnings Assignment and an Insurance Assignment.

Note Guarantee. (a) Subject to this Article 5, each Guarantor hereby fully and unconditionally guarantees, on a joint and several basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (1) the due and punctual payment of principal of, premium, if any, and interest, if any, on the Notes will be promptly paid in full when due, whether at maturityStated Maturity, by upon acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or the Notes (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are senior unsecured obligations and are full and unconditional, irrespective of the validity, regularity or enforceability of the Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Note Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Note Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Note Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Note Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII, such obligations (whether or not due and payable) will forthwith become due and payable by such Guarantor for the purpose of this Note Guarantee.

Note Guarantee. (a) Subject to the provisions of this Article 5Ten, each Guarantor of the Guarantors, as primary obligors and not merely as sureties, hereby fully fully, unconditionally and unconditionally guarantees, irrevocably guarantees on a joint and several basis, senior basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of the Holders: (i) the due and its successors and assigns, that: (1) punctual payment of the principal of, premium, if any, on and interest on each Note, when and as the same shall become due and payable, whether, by acceleration, required repurchase (including by reason of Change of Control), call for redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest, if any, on the Notes will be promptly paid Notes, to the extent lawful (in full when dueeach case including interest accruing on or after filing of any petition in bankruptcy or reorganization relating to the Company or any Guarantor, whether at maturity, by acceleration, redemption or otherwisenot a claim for post filing interest is allowed in such proceeding), and interest on the overdue principal of, premium on, if any, irrespective due and punctual performance of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or the Notes (including fees and expenses) will be promptly paid in full or performedTrustee, all in accordance with the terms under the of such Note and this Indenture or the Notes; and and (2ii) in the case of any extension of time of payment or renewal of any Notes Note 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, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due acceleration, required repurchase (including by reason of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee Change of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are full and unconditional, irrespective of the validity, regularity or enforceability of the Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of accelerationControl), call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf . Each of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protestthe benefit of discussion, protest or notice with respect to any such Note or the debt evidenced thereby and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged as to any such Note except by complete performance payment in full of the principal thereof and interest thereon and as provided in Section 8.01 and Section 8.02 (subject to Section 8.06). The obligations of the Guarantors hereunder shall not be affected by any failure or delay of the Trustee to exercise any right or remedy under this Indenture, the Notes or this Note Guarantee. The maturity of the obligations contained guaranteed hereby may be accelerated as provided in Article Six for the Indenture purposes of this Article Ten. In the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the Notes. (c) If Guarantors for the purpose of this Article Ten. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article Six, the Trustee shall promptly make a demand for payment on the Notes under the Note Guarantee provided for in this Article Ten. The Note Guarantee shall remain in full force and effect and continue to be effective should any Holder petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant portion of the Company's assets, and if the Trustee or the Trustee Holder of any Note is required by any court or otherwise to return to the CompanyCompany or any Guarantor, any Guarantor or any custodian, receiver, liquidator, trustee, liquidator sequestrator or other similar official acting in relation to either the Company or such Guarantorthe Guarantors, any amount paid by either to the Trustee or such HolderHolder in respect of a Note, this Note Guarantee, to the extent theretofore discharged, will shall continue to be effective or be reinstated in full force and effect. (d) , as the case may be, all as though such payment has not been made. Each Guarantor agrees of the Guarantors further agrees, to the fullest extent that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees may lawfully do so, that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII Six hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed Guaranteed hereby. Each of the Guarantors hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of its obligations under this Note Guarantee and (2) this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of the event of Holders against the Company or any declaration of acceleration collateral which any such Holder or the Trustee on behalf of such obligations as provided in Article VIIHolder hereafter acquires, such obligations (whether or not due such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights until such time as the Notes and payable) will forthwith become due all of the Company's other obligations being guaranteed hereby shall have been indefeasibly paid in full. If any amount shall be paid to the Guarantors in violation of the preceding sentence and payable by the principal of, premium, if any, and accrued interest on the Notes shall not have been paid in full, such Guarantor amount shall be deemed to have been paid to the Guarantors for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of the Holders to be credited and applied upon the principal of, premium, if any, and accrued interest on the Notes. Each of the Guarantors acknowledges that it will receive direct and indirect benefits from the issuance of the Notes pursuant to this Indenture and that the waivers set forth in this Section 10.01 are knowingly made in contemplation of such benefits. The Note Guarantee set forth in this Section 10.01 shall not be valid or become obligatory for any purpose with respect to a Note until the certificate of this authentication on such Note Guaranteeshall have been signed by or on behalf of the Trustee.

Note Guarantee. (a) Subject to this Article 5IX, each Guarantor hereby fully of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note Security of a series authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series or the obligations of the Issuer hereunder or thereunder, that: (1i) the principal of, premium, if any, and interestinterest on, if any, on the Notes Securities of such series will be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium onof and interest on the Securities of such series, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company Issuer to the Holders such Holder or the Trustee under the Indenture hereunder or the Notes (including fees and expenses) thereunder will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Noteshereof and thereof; and (2ii) in case of any extension of time of payment or renewal of any Notes Securities of such series or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration acceleration, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor The Guarantors hereby agrees agree that its their obligations under the Indenture and the Notes hereunder are full and unconditional, irrespective of the validity, regularity or enforceability of the Indenture Securities or the Notesthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture Securities of any series and the Notesthis Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or such Guarantorthe Guarantors, any amount paid by to either to the Trustee or such Holder, this the applicable Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII VI hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2ii) in the event of any declaration of acceleration of such obligations as provided in Article VIIVI hereof, such obligations (whether or not due and payable) will forthwith become due and payable by such Guarantor the Guarantors for the purpose of this the applicable Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities of the applicable series are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on such Securities or the Note Guarantees of such series, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Securities of the applicable series shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (f) In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (g) The Note Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall rank equally in right of payment with all existing and future senior indebtedness of such Guarantor, if any. (h) Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantee. (a) Subject to the provisions of this Article 5XIV, each Guarantor hereby fully the Guarantors, by execution of this Indenture, jointly and unconditionally guaranteesseverally, on a joint and several basis, guarantee to each Holder of a Note authenticated and delivered by each Series of the Trustee and to the Trustee and its successors and assigns, that: Existing Securities (1i) the due and punctual payment of the principal ofof and interest on each Existing Security, premium, if any, when and interest, if any, on as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal ofof and interest on the Existing Securities, premium on, if any, irrespective of to the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if extent lawful, and the due and punctual payment of all other obligations and due and punctual performance of all obligations of the Company to the Holders of the Existing Securities or the Trustee under the Indenture or the Notes (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and of such Existing Security and this Indenture, and (2ii) in the case of any extension of time of payment or renewal of any Notes Existing 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, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due Each Guarantor, by execution of any amount so guaranteed or any performance so guaranteed for whatever reasonthis Indenture, each Guarantor will be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are full hereunder shall be absolute and unconditional, irrespective of the validityof, regularity and shall be unaffected by, any invalidity, irregularity or enforceability of the Indenture or the Notes, the absence unenforceability of any action such Existing Security or this Indenture, any failure to enforce the sameprovisions of any such Existing Security or this Indenture, any waiver waiver, modification or consent indulgence granted to the Company with respect thereto by any the Holder of the Notes with respect to any provisions of the Indenture or the Notessuch Existing Security, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any such Existing Security or the Indebtedness evidenced thereby and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged as to any such Existing Security except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof and interest thereon. Each Guarantor further hereby agrees that, as between such Guarantor, on the one hand, and the Holders of the Existing Securities and the Trustee, on the other hand, (1i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII VI hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2ii) in the event of any declaration of acceleration of such obligations as provided in Article VIIVI hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by such each Guarantor for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non- paying Guarantor so long as the exercise of such right does not impair the rights of any Holder of the Existing Securities under the Note Guarantees. If an officer of a Guarantor whose signature is on this Indenture or any supplemental indenture entered into in accordance with Section 14.4 no longer holds that office at any time following the execution thereof, such Guarantor’s Note Guarantee shall be valid nevertheless.

Note Guarantee. (a) Subject to this Article 512, each Guarantor hereby of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: : (1a) the principal of, interest, premium, if any, and interest, if any, on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium onof and interest on the Notes, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee under the Indenture hereunder or the Notes (including fees and expenses) will thereunder shall be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Noteshereof and thereof; and and (2b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor . The Guarantors hereby agrees agree that its their obligations under the Indenture and the Notes are full and hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture Notes or the Notesthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Indenture Notes and this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Notes. (c) Trustee or any Holder in enforcing any rights under this Section 12.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or such Guarantorthe Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. (d) . Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such obligations as provided in Article VII6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. As used in this Section 12.01, the term “Trustee” shall also include each of the Paying Agent, Registrar and Transfer Agent, as applicable.

Note Guarantee. (a) Subject to the provisions of this Article 5X, each Guarantor hereby fully fully, unconditionally and unconditionally irrevocably guarantees, on a joint as primary obligor and several basisnot merely as surety, jointly and severally with each other Guarantor, to each Holder of a Note authenticated the Notes, to the extent lawful, and delivered by the Trustee the full and to the Trustee and its successors and assignspunctual payment when due, that: (1) whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest, if any, interest (including Special Interest) on the Notes and all other obligations and liabilities of the Company under this Indenture (including without limitation interest (including Special Interest) accruing after the filing of any petition in bankruptcy, or the commencement of any 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 the obligations under Section 7.7), the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Guarantors will also agree to pay any and all costs and expenses (including reasonable counsel fees and expenses) incurred by the Trustee, the Collateral Agent or the Holders in enforcing any rights under the Note Guarantees. The obligations of the Guarantors under the Note Guarantees will rank equally in right of payment with other Indebtedness of such Guarantors, except to the extent such other Indebtedness is expressly subordinated to the obligations arising under the Note Guarantees, in which case the obligations of the Guarantors under the Note Guarantees will rank senior in right of payment to such other Indebtedness. Each Guarantor agrees (to the extent permitted by law) that the Guaranteed Obligations may be promptly paid extended or renewed, in full when duewhole or in part, whether at maturity, by acceleration, redemption without notice or otherwisefurther assent from it, and interest on that it will remain bound under this Article X notwithstanding any extension or renewal of any Guaranteed Obligation. To the overdue principal offullest extent permitted by law, premium oneach Guarantor waives presentation to, if any, irrespective demand of payment from and protest to the Company of any of the validity Guaranteed Obligations and enforceability also waives notice of protest for nonpayment. To the Indenturefullest extent permitted by law, each Guarantor waives notice of any default under the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or the Notes (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will be obligated to pay the same immediatelyGuaranteed Obligations. Each Guarantor further agrees that this is its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are full and unconditional, irrespective of the validity, regularity or enforceability of the Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreementresort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.2, instrument or document evidencing the Guarantee may be transferred and that the benefit obligations of its obligations each Guarantor hereunder shall extend not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will Guarantor herein shall not be discharged except or impaired or otherwise affected by complete performance (a) the failure of any Holder to assert any claim or demand or to exercise or enforce any right or remedy against the obligations contained in Company or any other person under this Indenture, the Indenture and the Notes. Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) If 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 is required by Collateral Agent for the Guaranteed Obligations or any court or otherwise to return to of them; (e) any change in the ownership of the Company; (f) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or (g) 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 any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, would otherwise operate as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration a discharge of such obligations Guarantor as provided in Article VII, such obligations (whether a matter of law or not due and payable) will forthwith become due and payable by such Guarantor for the purpose of this Note Guaranteeequity.

Note Guarantee. (a) Subject By executing and delivering this Supplemental Indenture, the New Subsidiary hereby becomes a party to this the Indenture as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder and hereby, subject to the terms of Article 511 of the Indenture, each Guarantor hereby fully and unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (1a) the principal of, premium, if any, and interest, if any, interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium onpremium, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or interest on the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture hereunder or the Notes (including fees and expenses) thereunder will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Noteshereof and thereof; and and (2b) in the case of any extension of time of payment or renewal of any Notes 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, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are full and unconditional, irrespective of the validity, regularity or enforceability of the Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII, such obligations (whether or not due and payable) will forthwith become due and payable by such Guarantor for the purpose of this Note Guarantee.

Note Guarantee. (a) Subject to this Article 5, each the Guarantor hereby fully and unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (1) the principal of, and premium, if any, and interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or the Notes (including fees and expensesexpenses of counsel) will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each the Guarantor will be obligated to pay the same immediately. Each The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each The Guarantor hereby agrees that its obligations under the Indenture and the Notes are full and unconditional, irrespective of the validity, regularity or enforceability of the Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each The Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of upon acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such the Guarantor to enforce the Guarantee without first proceeding against the Company. Each The Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such the Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each The Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each The Guarantor further agrees that, as between such the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII, such obligations (whether or not due and payable) will forthwith become due and payable by such the Guarantor for the purpose of this Note Guarantee.

Note Guarantee. (a) Subject to this Article 5Twelve, each Guarantor hereby of the Guarantors hereby, jointly and severally, and fully and unconditionally guaranteesunconditionally, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of, this Indenture, the Securities or the obligations of the Company hereunder or thereunder, that: : (1i) the principal of, premium, if any, and interest, if any, interest on the Notes will Securities shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium onpremium, if any, irrespective of and interest on the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interestSecurities, if any, on, the Notes, if lawfullawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee under the Indenture hereunder or the Notes (including fees and expenses) will thereunder shall be promptly paid in full or performedfull, all in accordance with the terms under the Indenture or the Noteshereof and thereof; and and (2ii) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor The Guarantors hereby agrees that its agree that, to the maximum extent permitted under applicable law, their obligations under the Indenture and the Notes are full and hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture Securities or the Notesthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such a Guarantor. Each Subject to Section 507, each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Indenture Securities and the Notesthis Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantorthe Guarantors, any amount paid by either any of them to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. (d) Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII Five for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2ii) in the event of any declaration of acceleration of such obligations as provided in Article VIIFive hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Note Guarantee. (a) Subject Each Subsidiary that is a signatory hereto and each Subsidiary of the Company that is required to become party to this Article 5Indenture as a guarantor (each, each Guarantor a “Subsidiary Guarantor”) upon execution of a supplemental indenture, hereby fully jointly and severally, unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (1) the principal of, premium, if any, and interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, irrespective of the validity and or enforceability of the this Indenture, the Notes or the obligations of the Company under the this Indenture or the Notes, that: (i) the principal of and interest on the Notes will be paid in full when due, whether at the maturity or interest payment or mandatory redemption date, by acceleration, call for redemption or otherwise, and interest on the overdue principal of and interest, if any, on, on the Notes, if lawful, Notes and all other obligations of the Company to the Holders or the Trustee under the this Indenture or the Notes (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms under the of this Indenture or and the Notes; and and (2ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same they will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Subsidiary Guarantor will be obligated to pay the same immediatelywhether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Section 6.2. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . Each Subsidiary Guarantor hereby agrees that its obligations under the Indenture with regard to this Note Guarantee shall be joint and the Notes are full several and unconditional, irrespective of the validity, regularity validity or enforceability of the Indenture Notes or the Notesobligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the CompanyCompany or any other obligor with respect to this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstance circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of such a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, waives and relinquishes all claims, rights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, rights or remedies, including but not limited to: (a) any right to require the Trustee, the Holders or the Company (each, a “Benefited Party”) to proceed against the Company or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any Benefited Party’s power before proceeding against such Subsidiary Guarantor; (b) the defense of the statute of limitations in any action hereunder or in any action for the collection of any Indebtedness or the performance of any obligation hereby agrees guaranteed; (c) any defense that in may arise by reason of the event incapacity, lack of authority, death or disability of any other Person or the failure of a default Benefited Party to file or enforce a claim against the estate (in payment administration, bankruptcy or any other proceeding) of any other Person; (d) demand, protest and notice of any kind including but not limited to notice of the principal existence, creation or incurring of any new or interest additional Indebtedness or obligation or of any action or non-action on the Notes entitled to the Guaranteepart of such Subsidiary Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right Benefited Party, any creditor of such Subsidiary Guarantor, the Company or on the part of any other Person whomsoever in connection with any Indebtedness or obligations hereby guaranteed; (e) any defense based upon an election of remedies by a Benefited Party, including but not limited to require a proceeding first an election to proceed against the Company, protest, notice and all demands whatsoever, such Subsidiary Guarantor for reimbursement; (iif) acknowledges that any agreement, instrument defense based upon any statute or document evidencing the Guarantee may be transferred and rule of law which provides that the benefit obligation of its obligations hereunder shall extend to each holder a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (g) any agreementdefense arising because of a Benefited Party’s election, instrument in any proceeding instituted under Bankruptcy Law, of the application of 11 U.S.C. Section 1111 (b)(2); or document evidencing the Guarantee without notice to it and (iiih) any defense based on any borrowing or grant of a security interest under 11 U.S.C. Section 364. Each Subsidiary Guarantor hereby covenants that this its Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture its Note Guarantee and the Notes. (c) this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to either the Company, any Guarantor Company or any custodianSubsidiary Guarantor, trustee, liquidator or other similar official any Custodian acting in relation to either the Company or such Subsidiary Guarantor, any amount paid by either the Company or such Subsidiary Guarantor to the Trustee or such Holder, this the applicable Note GuaranteeGuarantees, to the extent theretofore discharged, will shall be reinstated and be in full force and effect. (d) . Each Subsidiary Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII Section 6.2 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect as to the Company or any other obligor on the Notes of the obligations guaranteed hereby, and (2ii) in the event of any declaration of acceleration of such those obligations as provided in Article VIISection 6.2, such those obligations (whether or not due and payable) will forthwith become due and payable by such Subsidiary Guarantor for the purpose of this Note Guarantee.

Note Guarantee. (a) Subject to the provisions of this Article 5Ten, each Guarantor hereby fully Guarantor, by execution of this Indenture, jointly and severally, unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (1i) the due and punctual payment of the principal ofof and interest on each Note, premium, if any, when and interest, if any, on as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal of, premium on, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or interest on the Notes, and interest, if any, on, to the Notes, if extent lawful, and the due and punctual payment of all other obligations Obligations and due and punctual performance of all Obligations of the Company Issuer to the Holders or the Trustee under the Indenture or the Notes (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms under of such Note, this Indenture and the Indenture or the Notes; and Registration Rights Agreement, and (2ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due Each Guarantor, by execution of any amount so guaranteed or any performance so guaranteed for whatever reasonthis Indenture, each Guarantor will be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are full hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the validityprovisions of any such Note, regularity or enforceability of the this Indenture or the Notes, the absence of any action to enforce the sameRegistration Rights Agreement, any waiver waiver, modification or consent indulgence granted to the Issuer with respect thereto by any the Holder of the Notes with respect to any provisions of the Indenture or the Notessuch Note, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged as to any such Note except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof and interest thereon. Each Guarantor further hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1i) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article VII Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (2ii) in the event of any declaration of acceleration of such obligations Obligations as provided in Article VIISix, such obligations Obligations (whether or not due and payable) will shall forthwith become due and payable by such each Guarantor for the purpose of this Note Guarantee.

Note Guarantee. (a) Subject to this Article 511, each Guarantor hereby fully of the Guarantors hereby, jointly and severally, unconditionally guarantees, guarantees on a joint senior secured basis to the extent, with respect to security, set forth in Article 12 and several basisthe Collateral Agreements, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its the Noteholder Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes, the Collateral Agreements or the obligations of the Company hereunder or thereunder, that: (1) the principal of, premium, if any, and interestinterest on, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium onof and interest on the Notes, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee and the Noteholder Collateral Agent hereunder or thereunder or under the Indenture or the Notes (including fees and expenses) any Collateral Agreement will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Noteshereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor The Guarantors hereby agrees agree that its their obligations under the Indenture and the Notes hereunder are full and unconditional, irrespective of the validity, regularity or enforceability of the Indenture Notes, any Collateral Agreement or the Notesthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture Notes and the Notesthis Indenture. (c) If any Holder Holder, the Noteholder Collateral Agent or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantorthe Guarantors, any amount paid by either to the Trustee Trustee, the Noteholder Collateral Agent or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders Holders, the Noteholder Collateral Agent and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. (e) Each Guarantor who is or becomes an Internal Charterer by signing this Indenture or pursuant to a supplemental indenture or to a Note Guarantee agrees to the representations, covenants and assignments set forth in the Assignment of Insurances by Internal Charterers and Assignment of Earnings by Internal Charterers set forth in Exhibits H-2 and I-2, respectively. Notwithstanding the foregoing, each Guarantor who is or becomes an Internal Charterer agrees to execute and deliver such Assignments.

Note Guarantee. (a) Subject to this Article 5VI, each for value received, the Guarantor hereby fully and unconditionally guarantees, on a joint and several basis, guarantees (the “Guarantee”) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (1) the principal of, premium, if any, and interest, if any, on the Notes will be promptly paid in full when due, whether at maturityStated Maturity, by upon acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or the Notes (including fees and expensesexpenses of counsel) will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each the Guarantor will be obligated to pay the same immediately. Each The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each The Guarantor hereby agrees that its obligations under the Indenture and the Notes are full and unconditional, irrespective of the validity, regularity or enforceability of the Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each The Guarantor hereby agrees that in the event of a default in payment of the principal of of, premium, if any, or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of upon acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such the Guarantor to enforce the Guarantee without first proceeding against the Company. Each The Guarantor hereby (i1) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii2) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii3) covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such the Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each The Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each The Guarantor further agrees that, as between such the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII VIII for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VIIVIII, such obligations (whether or not due and payable) will forthwith become due and payable by such the Guarantor for the purpose of this Note Guarantee.

Note Guarantee. (a) Subject to this Article 5Take-Two hereby fully, each Guarantor hereby fully unconditionally and unconditionally guarantees, irrevocably guarantees on a joint and several senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee Notes and to the Trustee and its their respective successors and assigns, that: assigns (1a) the full and punctual payment of principal of, premium, if any, of and interest, if any, interest on the Notes will be promptly paid in full when due, whether at maturitythe Maturity Date, by acceleration, redemption acceleration or otherwise, and interest on all other monetary obligations of the overdue principal Company under the Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company with respect to the Notes under the Indenture and the Notes (all such obligations set forth in clauses (a) and (b) above being hereinafter collectively called the “Guaranteed Obligations”; and the guarantee of the Guaranteed Obligations is hereinafter called the “Note Guarantee”). Take-Two further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Take-Two and that Take-Two will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. Take-Two waives presentation to, demand of, premium on, if any, irrespective payment from and protest to the Company of any of the validity Guaranteed Obligations and enforceability also waives notice of protest for nonpayment. Take-Two waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Take-Two 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, Take-Two or any other Person under the Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any obligation of the Company under the Indenture or any Note, by operation of law or otherwise; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, the Notes or any other agreement; or (d) any change in the obligations ownership of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or the Notes (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwiseTake-Two. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will be obligated to pay the same immediately. Each Guarantor Take-Two further agrees that this is its Note Guarantee herein constitutes a guarantee of payment payment, performance and compliance when due (and not a guarantee of collection. (b) Each Guarantor hereby 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. Take-Two further agrees that its obligations under Note Guarantee herein shall continue to be effective or be reinstated, as the Indenture and the Notes are full and unconditionalcase may be, irrespective of the validityif at any time payment, regularity or enforceability of the Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense part thereof, of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity any Guaranteed Obligation is rescinded or must otherwise be restored by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court upon the bankruptcy or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either reorganization of the Company or such Guarantorotherwise. Take-Two also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees, any amount paid including court costs) incurred by either to the Trustee or such Holder, any Holder in enforcing any rights under this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effectSection 3.01. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VII, such obligations (whether or not due and payable) will forthwith become due and payable by such Guarantor for the purpose of this Note Guarantee.

Note Guarantee. (a) Subject to the provisions of this Article 5XIV, each Guarantor hereby fully the Guarantors, by execution of this Indenture, jointly and unconditionally guaranteesseverally, on a joint and several basis, guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: Existing Securities (1i) the due and punctual payment of the principal ofof and interest on each Existing Security, premium, if any, when and interest, if any, on as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal ofof and interest on the Existing Securities, premium on, if any, irrespective of to the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if extent lawful, and the due and punctual payment of all other obligations and due and punctual performance of all obligations of the Company to the Holders of the Existing Securities or the Trustee under the Indenture or the Notes (including fees and expenses) will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Notes; and of such Existing Security and this Indenture, and (2ii) in the case of any extension of time of payment or renewal of any Notes Existing 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, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due Each Guarantor, by execution of any amount so guaranteed or any performance so guaranteed for whatever reasonthis Indenture, each Guarantor will be obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations under the Indenture and the Notes are full hereunder shall be absolute and unconditional, irrespective of the validityof, regularity and shall be unaffected by, any invalidity, irregularity or enforceability of the Indenture or the Notes, the absence unenforceability of any action such Existing Security or this Indenture, any failure to enforce the sameprovisions of any such Existing Security or this Indenture, any waiver waiver, modification or consent indulgence granted to the Company with respect thereto by any the Holder of the Notes with respect to any provisions of the Indenture or the Notessuch Existing Security, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any such Existing Security or the Indebtedness evidenced thereby and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be discharged as to any such Existing Security except by complete performance of the obligations contained in the Indenture and the Notes. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof and interest thereon. Each Guarantor further hereby agrees that, as between such Guarantor, on the one hand, and the Holders of the Existing Securities and the Trustee, on the other hand, (1i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII VI hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2ii) in the event of any declaration of acceleration of such obligations as provided in Article VIIVI hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by such each Guarantor for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of any Holder of the Existing Securities under the Note Guarantees. If an officer of a Guarantor whose signature is on this Indenture or any supplemental indenture entered into in accordance with Section 14.4 no longer holds that office at any time following the execution thereof, such Guarantor’s Note Guarantee shall be valid nevertheless.

Note Guarantee. (a) Subject to this Article 5the limitations set forth in Section 16.05, each Guarantor hereby fully the Guarantors hereby, jointly and severally unconditionally guaranteesand irrevocably Guarantee, on a joint as primary obligor and several basisnot merely as surety, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its their respective successors and assigns, irrespective of the validity and enforceability of this Agreement, the Notes or the Obligations of the Company hereunder or thereunder, that: : (1a) the principal of, of and premium, if any, and interest, if any, on the Notes will (including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceedings), shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, required purchase, redemption or repurchase or otherwise, and interest on the overdue principal of, premium onof and interest on premium, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders hereunder or the Trustee under the Indenture or the Notes (including fees and expenses) will thereunder shall be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Noteshereof and thereof; and and (2b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration acceleration, required purchase, redemption or otherwiserepurchase or otherwise (the “Note Guarantee”). Failing payment when due due, subject to any applicable grace period, of any amount so guaranteed Guaranteed or any performance so guaranteed Guaranteed for whatever reason, each Guarantor will the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees The Guarantors hereby agree that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor hereby agrees that its their obligations under the Indenture and the Notes are full and hereunder shall be unconditional, irrespective of the validity, legality, regularity or enforceability of the Indenture Notes or the Notesthis Agreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the CompanyCompany or any Guarantor, if any, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each Guarantor The Guarantors hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled waive, to the Guaranteefullest extent permitted by applicable law, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the CompanyCompany or another Guarantor, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and covenant that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will shall not be discharged except by complete performance payment in full or conversion in full of the obligations contained Notes in the Indenture and the Notes. (c) accordance with this Agreement. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor Company or any custodianof the Guarantors, or any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law or other similar official acting in relation to either the Company or such Guarantorany of the Guarantors, any amount paid by either to the Trustee or such Holder, this the Note GuaranteeGuarantees, to the extent theretofore discharged, will shall be reinstated in full force and effect. (d) . Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed Guaranteed hereby until payment in full of all obligations guaranteed Guaranteed hereby. Each Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (1x) the maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article VII 6 for the purposes of this the Note GuaranteeGuarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, Guaranteed hereby and (2y) in the event of any declaration of acceleration of such obligations as provided in Article VII6, such obligations (whether or not due and payable) will shall forthwith become due and payable by such the Guarantor for the purpose of this the Note GuaranteeGuarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impact the rights of the Holders under the Note Guarantees.

Note Guarantee. (a) Subject to this Article 510, from and after the Issue Date and upon the execution and delivery of (x) this Indenture or (y) in the case of any Person that becomes a Guarantor after the date hereof, any supplemental indenture to this Indenture, each Guarantor hereby fully of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a joint and several basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and the Notes Collateral Agent and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: : (1a) the principal of, premium, if any, or interest and interestAdditional Interest, if any, on the Notes will shall be promptly paid in full when due, whether at maturityMaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium onof and interest on the Notes, if any, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company Issuers to the Holders or the Trustee under the Indenture or and the Notes (including fees and expenses) will Collateral Agent hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms under the Indenture or the Noteshereof and thereof; and and (2b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor will the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Each Guarantor . The Guarantors hereby agrees agree that its their obligations under the Indenture and the Notes are full and hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture Notes or the Notesthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture hereof or the Notesthereof, the recovery of any judgment against the Companyany Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantora guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Notes entitled to the Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Companyan Issuer, any right to require a proceeding first against the Companyan Issuer, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Indenture Notes and this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Notes. (c) Notes Collateral Agent, the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or such Guarantorthe Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. (d) . Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity Maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such obligations as provided in Article VII6, such obligations (whether or not due and payable) will shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against an Issuer for liquidation or reorganization, should such Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of such Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Guarantor shall be a general senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor (including its guarantee of all Obligations under the Senior Credit Facilities). Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.