Common use of Note Guarantees Clause in Contracts

Note Guarantees. Subject to Section 10.07 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, jointly and severally, unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereunder, that: (a) the principal of and premium, if any, and 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 and premium, if any, and interest (to the extent permitted by law) on the Notes, and all other payment Obligations of the Company to the Holders, the Trustee, the Agents, the Collateral Agent or the International Security Agent hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder, the Trustee, an Agent, the Collateral Agent or the International Security Agent is required by any court or otherwise to return to the Company, the Guarantors, the Trustee or any custodian or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantors, any amount paid by the Company or any Guarantor to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its 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.

Note Guarantees. Subject to Section 10.07 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a (a) Each Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereofhereby, jointly and severally, fully, unconditionally guarantee and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective Trustee on behalf of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereundersuch Holder, that: (ai) the principal of and premium, if any, any and 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, and 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 of and premiumprincipal, if any, and interest (on any overdue interest, to the extent permitted by law) on the Noteslawful, and all other payment Obligations obligations of the Company to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent Trustee hereunder or thereunder will shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any the Notes or of any of such other Obligationsobligations, 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, redemption acceleration or otherwise. Failing payment when so due Each of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, Guarantees shall be a guarantee of payment and shall entitle the Holders to accelerate the obligations not of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree collection. (b) Each Guarantor hereby agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. . (c) Each Guarantor further, to hereby waives the extent permitted by law, waives benefits of diligence, presentment, demand of for 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 any other Person, protest, notice and all demands whatsoever and covenants that its the Note Guarantee will of such Guarantor shall not be discharged as to any Note except by complete performance of the Obligations obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the 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 this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor. Each 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 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. (d) If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the Company, the Guarantors, the Trustee Company or any custodian Guarantor, or any custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantorsany Guarantor, any amount paid by the Company or any Guarantor of them to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note GuaranteesGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This paragraph (d) shall not remain effective notwithstanding any contrary action which may be entitled to, and waives, taken by the Trustee or any right Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. this Indenture. (e) Each Guarantor further agrees that, as between the Guarantorseach Guarantor, on the one hand, and the Holders, Holders and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Section 6.02 for the purposes of its the Note GuaranteeGuarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereofSection 6.02, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of its the Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Note GuaranteesGuarantor.

Note Guarantees. (a) Subject to Section 10.07 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date provisions of this Indenture; provided thatSection 10, at any time a Restricted Subsidiary may become a each Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, jointly and severallyhereby fully, unconditionally guarantee and irrevocably guarantees, as primary obligor and not merely as surety, on a joint and several basis, to each Holder of a Note authenticated the Notes and delivered by the Trustee the due and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective punctual payment of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereunder, that: (a) the principal of (and premium, if any, ) and interest on the Notes will be promptly paid (including, in full when duecase of default, whether at maturity, by acceleration, redemption or otherwise, and interest on principal and, to the extent permitted by applicable law, on overdue principal interest and including any additional interest required to be paid according to the terms of and premiumthe Notes), if any, on the Notes, when and interest as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon acceleration, upon tender for repayment at the option of any Holder or otherwise, according to the terms thereof and of this Indenture and all other obligations of the Company with respect to the Notes to any Holder or the Trustee hereunder or thereunder. Each Guarantor agrees that the Guarantor Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guarantor Obligations, in which case the obligations of the Guarantors under the Note Guarantees will rank senior in right of payment to such other Indebtedness, and except for claims of creditors that are mandatorily preferred by law, in which case the obligations of the Guarantors under the Note Guarantees will rank junior in right of payment to such claims. (b) To evidence its Note Guarantee set forth in this Section 10.01, each Guarantor hereby agrees that this Indenture (or a supplement thereto, substantially in the form attached as Exhibit F hereto) and, in the case of additional Guarantors added pursuant to Section 9.01(i) hereof, a supplement to the Note Guarantee, substantially in the form attached as Exhibit E hereto shall be executed on behalf of such Guarantor by an Officer of such Guarantor. (c) Each Guarantor hereby agrees that its Note Guarantee set forth in this Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. (d) If an Officer whose signature is on this Indenture (or a supplement thereto) or any notation of Guarantee no longer holds that office at the time the Trustee authenticates a Note, the Note Guarantee of such Note shall be valid nevertheless. (e) Each Guarantor further agrees (to the extent permitted by law) on that the NotesGuarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and all that it will remain bound under this Section 10.01 notwithstanding any extension or renewal of any Guarantor Obligation. (f) Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guarantor Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guarantor Obligations. (g) Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guarantor Obligations. (h) Except as set forth in Section 10.04, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the Guarantor Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company to the Holdersor any other person under this Indenture, the Trustee, the Agents, the Collateral Agent Notes or the International Security Agent hereunder any other agreement or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereofotherwise; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated Stated Maturity, by acceleration or otherwise; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder for the Guarantor Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Company; (g) any default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (i) Each Guarantor agrees that its Note Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Guarantor is released from its Note Guarantee in compliance with Section 5.01 or Section 8.01 hereof. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, or interest on any of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (j) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise. Failing payment when so due , each Guarantor hereby promises to and will, upon receipt of any amount so guaranteed written demand by the Trustee, forthwith pay, or any performance so guaranteed for whatever reason the Guarantors will cause to be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guaranteespaid, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor furthercash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent permitted not prohibited by law, waives diligence, presentment, demand of payment, ) (including interest accruing after the filing of claims with a court any petition 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 and covenants that its Note Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder, the Trustee, an Agent, the Collateral Agent or the International Security Agent is required by commencement of any court insolvency, reorganization or otherwise like proceeding relating to return to the Company, the Guarantors, the Trustee or any custodian or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantors, any amount paid by the Company or any Guarantor to the Collateral Agent, the International Security Agent, whether or not a claim for postfiling or post-petition interest is allowed in such Agent, the Trustee or such Holder, the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. proceeding). (k) Each Guarantor further agrees that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders, the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ax) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof this Indenture for the purposes of its Note GuaranteeGuarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed thereby, hereby and (by) in the event of any such declaration of acceleration of such Obligations as provided in Article 6 hereofGuarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the such Guarantor for the purpose purposes of its this Note Guarantee. The Guarantors shall have . (l) Each Guarantor also agrees to pay any and all fees, costs and expenses (including attorneys’ fees and expenses) incurred by the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of Trustee or the Holders in enforcing any rights under the Note Guaranteesthis Section 10.01.

Note Guarantees. Subject (a) Pursuant to Section 10.07 hereofthe Note Guarantees, the Initial GuarantorsSubsidiary Guarantors hereby fully and unconditionally guarantee, on an unsecured, senior, joint and any Additional Guarantors that become Guarantors after the date of this Indenture; provided thatseveral basis, at any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, jointly and severally, unconditionally guarantee to each Holder and to the Trustee and its successors and assigns on behalf of a each Holder, the due and punctual full payment of principal of, premium, if any, and interest on, and all other monetary obligations of the Company under this Indenture and the Notes (including obligations to the Trustee) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective of the validity and enforceability of in accordance with this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereunder, that: (a) the principal of and premium, if any, and 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 and premium, if any, and interest (to the extent permitted by law) on the Notes, and all other payment Obligations of the Company to the Holders, the Trustee, the Agents, the Collateral Agent or the International Security Agent hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of this Indenture. The Subsidiary Guarantors further agree that the Note Guarantees may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors and that the Subsidiary Guarantors shall remain bound under this Article 10 notwithstanding any extension or renewal, whether at stated maturity, by acceleration, redemption or otherwise. Failing payment when so due renewal of any amount so guaranteed or any performance so guaranteed for whatever reason the Note Guarantee. All payments under such Note Guarantee shall be made in U.S. dollars. (b) The Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors hereby agree that their obligations hereunder shall be unconditionalas if they were principal debtor and not merely surety, unaffected by, and irrespective of the of, any validity, regularity irregularity or enforceability unenforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Company with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might may otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor (except payment in full); provided, however, that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Subsidiary Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. Each Guarantor further, to the extent permitted by law, waives The Subsidiary Guarantors hereby waive 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 that the Trustee pursue or exhaust its legal or equitable remedies against the CompanyCompany prior to exercising its rights under the Note Guarantee (including, protestfor the avoidance of doubt, any right which the Subsidiary Guarantors may have to require the seizure and sale of the assets of the Company to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against the Subsidiary Guarantors or their assets), protest or notice with respect to any Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants covenant that its the Note Guarantee will shall not be discharged with respect to any Note except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder, the Trustee, an Agent, the Collateral Agent or the International Security Agent is required by any court or otherwise to return to the Company, the Guarantors, the Trustee or any custodian or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantors, any amount paid by the Company or any Guarantor to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed herebyprincipal thereof and interest thereon or as otherwise provided in this Indenture, including Sections 10.3 and 10.5. Each Guarantor further agrees thatIf at any time any payment of principal of, as between the Guarantorspremium, if any, or interest, if any, on such Note is rescinded or must be otherwise restored or returned upon the one handinsolvency, and bankruptcy or reorganization of the HoldersCompany or otherwise, the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (a) the maturity Subsidiary Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration date of such Obligations rescission, restoration or returns as provided in Article 6 hereof, though such Obligations (whether or not due and payable) shall forthwith payment had become due but had not been made at such times. (c) The Subsidiary Guarantors also agree to pay any and payable all costs and expenses (including reasonable attorneys’ fees) incurred by the Guarantor for the purpose of its Note Guarantee. The Guarantors shall have the right to seek contribution from Trustee or any non-paying Guarantor so long as the exercise of such right does not impair the Holder in enforcing any rights of the Holders under the Note GuaranteesSection 10.1.

Note Guarantees. Subject to Section 10.07 hereofthis Article Ten, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a each Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereofhereby, jointly and severally, fully and unconditionally guarantee guarantees to each Holder of a Note authenticated and delivered by to the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and or the Obligations obligations of the Company hereunder and or thereunder, that: (a) the principal of of, and premium, if any, and interest on and liquidated damages, 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 and premium, if any, and interest (to the extent permitted by law) and liquidated damages, if any, on the Notes, if any, if lawful, and all other payment Obligations obligations of the Company to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent Trustee hereunder or thereunder will be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (b) in the case of any extension of time of payment or renewal of any Notes or any of such other 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 maturity, by acceleration, redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will reason, such Guarantor shall be jointly and severally obligated to pay the same immediately. An Event Each Guarantor agrees that this is a guarantee of Default under this Indenture or the Notes shall constitute an event payment and not a guarantee of default under the Note Guaranteescollection. Subject to Section 10.02, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree each Guarantor hereby agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which that might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants covenant that its this Note Guarantee will shall not be discharged except by complete performance of the Obligations obligations contained in the Notes and this Indenture. If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the Company, the Guarantors, the Trustee each Guarantor or any custodian custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantorsany Guarantor, any amount paid by the Company or any Guarantor either to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the this Note GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of the Obligations all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, Holders and the Holders, the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Six for the purposes of its this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereofSix, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the such Guarantor for the purpose of its 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.

Note Guarantees. Subject to Section 10.07 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a (a) Each Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, hereby jointly and severally, fully, unconditionally guarantee and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective Trustee on behalf of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereundersuch Holder, that: (ai) the principal of and premium, if any, and 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, and 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 of and premiumprincipal, if any, and interest (on any overdue interest, to the extent permitted by law) on the Noteslawful, and all other payment Obligations obligations of the Company Issuer to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent Trustee hereunder or thereunder will shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Obligationsobligations, 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, redemption acceleration or otherwise. Failing payment when so due Each of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, Guarantees shall be a guarantee of payment and shall entitle the Holders to accelerate the obligations not of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree collection. (b) Each Guarantor hereby agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereofthereof (other than any waiver or consent expressly releasing such Guarantor’s obligations hereunder), the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Guarantor (other than payment of the Notes). (c) Each Guarantor further, to hereby waives the extent permitted by law, waives benefits of diligence, presentment, demand of for 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 any other Person, protest, notice and all demands whatsoever and covenants that its the Note Guarantee will of such Guarantor shall not be discharged as to any Note except by complete performance of the Obligations obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the 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 this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor. Each 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 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. (d) If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the Company, the Guarantors, the Trustee Issuer or any custodian Guarantor, or any custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company Issuer or the Guarantorsany Guarantor, any amount paid by any of them in respect of the Company or any Guarantor Notes and/or the Note Guarantee to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note GuaranteesGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This paragraph (d) shall not remain effective notwithstanding any contrary action which may be entitled to, and waives, taken by the Trustee or any right Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. this Indenture. (e) Each Guarantor further agrees that, as between the Guarantorseach Guarantor, on the one hand, and the Holders, Holders and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Section 6.2 hereof for the purposes of its the Note GuaranteeGuarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 Section 6.2 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of its the Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Note GuaranteesGuarantor.

Note Guarantees. (1) Subject to Section 10.07 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date provisions of this Indenture; provided thatArticle Fifteen, at any time a Restricted Subsidiary may become a each Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, hereby jointly and severally, fully and unconditionally guarantee and irrevocably guarantees as primary obligor and not merely as surety, on a senior unsecured basis, to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent Trustee and the Agents and their respective successors and assignsits successors, irrespective of (i) the validity and enforceability of this Indenture, the Notes held thereby and Securities or the Obligations obligations of the Company hereunder or any other Guarantors to the Holders or the Trustee under this Indenture and thereunderthe Securities or (ii) the absence of any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or Default of a Guarantor, that: (a) the principal of and of, premium, if any, interest and interest on additional interest, if any, with respect to the Notes will Securities shall be promptly duly and punctually paid in full when due, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and premium, if any, and interest (to the extent permitted by law) on interest or additional interest, if any, with respect to the Notes, Securities and all other payment Obligations obligations of the Company or any Guarantor to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent hereunder Trustee under this Indenture and the Securities (including amounts due the Trustee under Section 607) and all other obligations under this Indenture or thereunder will the Securities shall be promptly paid in full and or performed, all in accordance with the terms hereof of this Indenture and thereofthe Securities; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Obligationsobligations, 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, redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed guaranteed, or failing performance of any performance so guaranteed other obligation of the Company to the Holders, for whatever reason the Guarantors will reason, each Guarantor shall be jointly and severally obligated to pay pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under the this Note GuaranteesGuarantee, and shall entitle the Holders of the Securities or the Trustee to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations obligations of the Company. The Guarantors agree Notwithstanding the foregoing, in relation to any Security that their is convertible or exchangeable for other securities of the Company, a Guarantor’s guaranteed obligations shall not extend, following the occurrence of a bankruptcy of the Company, to any amount in excess of principal of, premium, if any, interest and additional interest, if any, and interest on the overdue principal and (to the extent permitted by law) interest or additional interest, if any, with respect to such Securities. (2) Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of this Indenture or the Notes or this IndentureSecurities, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof under this Indenture or thereofthe Securities, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same same, whether or not a Note Guarantee is affixed to any particular Security, or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor furtherGuarantor, to the extent permitted by lawexecution of this Indenture, waives the benefit of diligence, presentment, demand of for 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 and covenants covenant that its such Note Guarantee will shall not be discharged except by complete performance of the Obligations obligations contained in the Notes Securities and this Indenture. The Note Guarantee is a guarantee of payment and not of collection. If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the CompanyCompany or to any Guarantor, the Guarantors, the Trustee or any custodian custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantorssuch Guarantor, any amount paid by the Company or any such Guarantor to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the a Note GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantorsit, on the one hand, and the Holders, Holders of Securities and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (a) subject to this Article Fifteen, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Section 502 hereof for the purposes and, as provided in an Officers’ Certificate or supplemental indenture establishing any series of its Note GuaranteeSecurities in accordance with Section 301 hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 Section 502 hereof, and as provided in an Officers’ Certificate or supplemental indenture establishing any series of Securities in accordance with Section 301 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Guarantors for the purpose of its such Note Guarantee. (3) Subject to Section 1506 hereof, the Note Guarantee shall remain in full force and effect until payment in full of all the obligations of the Guarantor, and the Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the obligations of the Guarantor is rescinded or must otherwise be restored by any Holder upon bankruptcy or reorganization of the Company or otherwise. (4) The 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 or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities are pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. The Guarantors 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. (5) No shareholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have the right any personal liability under this Note Guarantee by reason of his, her or its status as such shareholder, officer, director, employee or incorporator. (6) Each Guarantor hereby agrees that by virtue of its execution and delivery of this Indenture, it shall be deemed to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights have signed on each security issued hereunder a notation of the Holders Note Guarantee. (7) Each Guarantor hereby agrees to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under the Note Guaranteesthis Section 1501.

Note Guarantees. Subject to Section 10.07 hereof, (a) Each of the Initial Note Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, jointly and severally, hereby unconditionally guarantee Guarantees (and subject in each case to the Agreed Guarantee Principles set forth in any notation of Note Guarantee, supplemental indenture, or as contemplated by Section 4.24(d)) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent Trustee and the Agents and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and or the Obligations obligations of the Company hereunder and thereunder, or thereunder that: (ai) the due and punctual payment of the principal of and of, premium, if any, and interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, repurchase, redemption or otherwise, (ii) the due and interest punctual payment of interest, if any, on the overdue principal of and premium, if any, and interest (to the extent permitted by law) on the Notes, to the extent lawful, and the due and punctual performance of all other payment Obligations obligations of the Company to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent hereunder Trustee under this Indenture or thereunder will any Note shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; , and (biii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the 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, redemption acceleration pursuant to Section 6.02 or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason reason, the Note Guarantors will shall be jointly and severally obligated to pay the same immediately. An Event Each Note Guarantor shall agree that this is a Guarantee of Default under this Indenture payment and not a Guarantee of collection. If acceleration of the time for payment of any Notes Obligation by the Company is stayed by reason of the insolvency or receivership of the Company or otherwise, all Notes shall constitute an event of default Obligations otherwise subject to acceleration under the terms of any Notes Document shall nonetheless be payable by the Note Guarantees, and shall entitle Guarantors hereunder forthwith on demand by the Holders to accelerate the obligations Trustee. (b) Each of the Note Guarantors hereunder in the same manner and hereby agrees that its obligations with regard to the same extent as the Obligations of the Company. The Guarantors agree that their obligations hereunder its Guarantee shall be joint and several, unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the 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 a Note Guarantor. Each Note Guarantor further, to the extent permitted by law, hereby waives diligenceand relinquishes all claims, presentmentrights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, demand rights or remedies, including but not limited to: (i) any right to require any of paymentthe Trustee, filing the Holders or the Company (each a “Benefited Party”), as a condition of claims with a court in the event of insolvency payment or bankruptcy of performance by such Note Guarantor, to (A) proceed against the Company, any right to require a proceeding first other guarantor (including any other Note Guarantor) of the obligations under the Note Guarantees or any other person, (B) proceed against or exhaust any security held from the Company, any such other guarantor or any other person, (C) proceed against or have resort to any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other person, or (D) pursue any other remedy in the power of any Benefited Party whatsoever; (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Company including any defense based on or arising out of the lack of validity or the unenforceability of the obligations under the Note Guarantees or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Company from any cause other than payment in full of the obligations under the Note Guarantees; (iii) 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; (iv) any defense based upon any Benefited Party’s errors or omissions in the administration of the obligations under the Note Guarantees, except behavior which amounts to bad faith; (v) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Note Guarantees and any legal or equitable discharge of such Note Guarantor’s obligations hereunder and under its Note Guarantee, (B) the benefit of any statute of limitations affecting such Note Guarantor’s liability hereunder and under its Note Guarantee or the enforcement hereof and thereof, (C) any rights to set-offs, recoupments and counterclaims and (D) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (vi) notices, demands, presentations, protests, notices of protest, notice notices of dishonor and all demands whatsoever notices of any action or inaction, including acceptance of the Note Guarantees, notices of default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the obligations under the Note Guarantees or any agreement related thereto, and notices of any extension of credit to the Company and any right to consent to any thereof; (vii) to the extent permitted under applicable law, the benefits of any “One Action” rule; and (viii) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Note Guarantees. Except as set forth in Section 13.05, each Note Guarantor covenants that its Note Guarantee will shall not be discharged except by complete performance of the Obligations obligations contained in the Notes its Note Guarantee and this Indenture. . (c) If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the Company, the Guarantors, the Trustee Note Guarantors or any custodian custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Note Guarantors, any amount paid by the Company or any Guarantor to the Collateral Agent, the International Security Agent, such Agent, either the Trustee or such Holder, the Note Guaranteesany Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. . (d) Each Note Guarantor agrees that it shall not be entitled to, and waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of the Obligations all obligations guaranteed hereby. Each Note Guarantor shall further agrees agree that, as between the Note Guarantors, on the one hand, and the Holders, Holders and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ai) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Section 6.02 for the purposes of its Note any Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed thereby, hereby and (bii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereofSection 6.02, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Note Guarantors for the purpose of its Note any such Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guaranteesapplicable Guarantee.

Note Guarantees. Subject (a) Pursuant to Section 10.07 hereofthe Note Guarantees, the Initial GuarantorsSubsidiary Guarantors hereby fully and unconditionally guarantee, on an unsecured, senior, joint and any Additional Guarantors that become Guarantors after the date of this Indenture; provided thatseveral basis, at any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, jointly and severally, unconditionally guarantee to each Holder and to the Trustee and its successors and assigns on behalf of a each Holder, the due and punctual full payment of principal of, premium, if any, and interest on, and all other monetary obligations of the Issuers under this Indenture and the Notes (including obligations to the Trustee) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective of the validity and enforceability of in accordance with this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereunder, that: (a) the principal of and premium, if any, and 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 and premium, if any, and interest (to the extent permitted by law) on the Notes, and all other payment Obligations of the Company to the Holders, the Trustee, the Agents, the Collateral Agent or the International Security Agent hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of this Indenture. The Subsidiary Guarantors further agree that the Note Guarantees may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors and that the Subsidiary Guarantors shall remain bound under this Article 10 notwithstanding any extension or renewal, whether at stated maturity, by acceleration, redemption or otherwise. Failing payment when so due renewal of any amount so guaranteed or any performance so guaranteed for whatever reason the Note Guarantee. All payments under such Note Guarantee shall be made in U.S. dollars. (b) The Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors hereby agree that their obligations hereunder shall be unconditionalas if they were principal debtor and not merely surety, unaffected by, and irrespective of the of, any validity, regularity irregularity or enforceability unenforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Issuers with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might may otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor (except payment in full); provided, however, that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Subsidiary Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. Each Guarantor further, to the extent permitted by law, waives The Subsidiary Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuers, any right to require a proceeding first that the Trustee pursue or exhaust its legal or equitable remedies against the CompanyIssuers prior to exercising its rights under the Note Guarantee (including, protestfor the avoidance of doubt, any right which the Subsidiary Guarantors may have to require the seizure and sale of the assets of the Issuers to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against the Subsidiary Guarantors or their assets), protest or notice with respect to any Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants covenant that its the Note Guarantee will shall not be discharged with respect to any Note except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder, the Trustee, an Agent, the Collateral Agent or the International Security Agent is required by any court or otherwise to return to the Company, the Guarantors, the Trustee or any custodian or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantors, any amount paid by the Company or any Guarantor to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed herebyprincipal thereof and interest thereon or as otherwise provided in this Indenture, including Sections 10.3 and 10.5. Each Guarantor further agrees thatIf at any time any payment of principal of, as between the Guarantorspremium, if any, or interest, if any, on such Note is rescinded or must be otherwise restored or returned upon the one handinsolvency, and bankruptcy or reorganization of the HoldersIssuers or otherwise, the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (a) the maturity Subsidiary Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration date of such Obligations rescission, restoration or returns as provided in Article 6 hereof, though such Obligations (whether or not due and payable) shall forthwith payment had become due but had not been made at such times. (c) The Subsidiary Guarantors also agree to pay any and payable all costs and expenses (including reasonable attorneys’ fees) incurred by the Guarantor for the purpose of its Note Guarantee. The Guarantors shall have the right to seek contribution from Trustee or any non-paying Guarantor so long as the exercise of such right does not impair the Holder in enforcing any rights of the Holders under the Note GuaranteesSection 10.1.

Note Guarantees. Subject From and after the Issue Date and prior to Section 10.07 hereofthe Existing Notes Repayment Date, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, jointly and severally, unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereunder, that: will not cause or permit (ai) the principal of and premium, if any, and 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 and premium, if any, and interest (to the extent permitted by law) on the Notes, and all other payment Obligations of the Company to the Holders, the Trustee, the Agents, the Collateral Agent or the International Security Agent hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance its Subsidiaries (other than complete performance) which might otherwise constitute a legal Guarantor or equitable discharge a Majority Owned JV), directly or defense of a Guarantor. Each Guarantor furtherindirectly, to the extent permitted by law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, guarantee any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder, the Trustee, an Agent, the Collateral Agent or the International Security Agent is required by any court or otherwise to return to the Company, the Guarantors, the Trustee capital markets Indebtedness or any custodian or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantors, any amount paid by unsecured credit facility of the Company or any Guarantor or (ii) any Majority Owned JV, directly or indirectly, to guarantee any capital markets Indebtedness or any unsecured credit facility of the Company, in each case, with an aggregate principal amount in excess of the greater of (x) $150.0 million and (y) 2.0% of Total Assets, unless such Subsidiary: (a) within 20 Business Days of the date on which it guarantees such Indebtedness of the Company or any Guarantor executes and delivers to the Collateral AgentTrustee a supplemental indenture pursuant to which such Subsidiary shall guarantee (each, a “Note Guarantee”) all of the International Security AgentCompany’s obligations under the Notes and this Indenture and other terms contained in the applicable supplemental indenture and subject to the conditions contained in such supplemental indenture; and (b) delivers to the Trustee an Officers’ Certificate that all conditions precedent to the execution of such indenture have been complied with. Thereafter, such AgentSubsidiary shall be a Guarantor for all purposes of this Indenture until such Note Guarantee is released in accordance with the provisions of this Indenture. In the event of a sale or other transfer or disposition of all of the Capital Stock in any Guarantor to any Person that is not an Affiliate of the Company in compliance with the terms of this Indenture, or in the event all or substantially all the assets or Capital Stock of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not an Affiliate of the Company in compliance with the terms of this Indenture, then, without any further action on the part of the Trustee or such any Holder, such Guarantor (or the Note Guarantees, to the extent theretofore discharged, Person concurrently acquiring such assets of such Guarantor) shall be reinstated in full force deemed automatically and effect. Each Guarantor agrees that it shall not be entitled tounconditionally cancelled, released and waives, any right of subrogation in relation to the Holders in respect discharged of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of obligations under its Note Guarantee, notwithstanding as evidenced by a supplemental indenture, written instrument or confirmation executed by the Trustee, upon request; provided, however that if evidence of such cancellation, discharge or release is requested to be executed by the Trustee, an Officers’ Certificate and an Opinion of Counsel complying with Section 1301 of this Indenture. In addition, upon the release or discharge of any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) guarantee which resulted in the event creation of a Note Guarantee (except a discharge or release by or as a result of payment under such guarantee), the Guarantor of such Note Guarantee shall be deemed automatically and unconditionally cancelled, released and discharged of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of obligations under its Note Guarantee, as evidenced by a supplemental indenture, written instrument or confirmation executed by the Trustee, upon request. The Guarantors shall have Company may cause any other Subsidiary of the right Company to seek contribution from any non-paying Guarantor so long issue a Note Guarantee and become a Guarantor. Each Note Guarantee by a Subsidiary will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Subsidiary without rendering the Note Guarantee, as the exercise of it relates to such right does not impair Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of the Holders under the Note Guaranteescreditors generally.

Note Guarantees. Subject to Section 10.07 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a (a) Each Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, hereby jointly and severally, fully, unconditionally guarantee and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective Trustee on behalf of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereundersuch Holder, that: (ai) the principal of and premium, if any, any and 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, and 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 of and premiumprincipal, if any, and interest (on any overdue interest, to the extent permitted by law) on the Noteslawful, and all other payment Obligations obligations of the Company Issuer to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent Trustee hereunder or thereunder will shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Obligationsobligations, 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, redemption acceleration or otherwise. Failing payment when so due Each of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, Guarantees shall be a guarantee of payment and shall entitle the Holders to accelerate the obligations not of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree collection. (b) Each Guarantor hereby agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. . (c) Each Guarantor further, to hereby waives the extent permitted by law, waives benefits of 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 and covenants that its the Note Guarantee will of such Guarantor shall not be discharged as to any Note except by complete performance of the Obligations obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the 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 this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other Guarantor. Each 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 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. (d) If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the Company, the Guarantors, the Trustee Issuer or any custodian Guarantor, or any custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company Issuer or the Guarantorsany Guarantor, any amount paid by the Company or any Guarantor of them to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note GuaranteesGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This paragraph (d) shall not remain effective notwithstanding any contrary action which may be entitled to, and waives, taken by the Trustee or any right Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. this Indenture. (e) Each Guarantor further agrees that, as between the Guarantorseach Guarantor, on the one hand, and the Holders, Holders and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof VI for the purposes of its the Note GuaranteeGuarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereofVI, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of its the Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Note GuaranteesGuarantor.

Note Guarantees. Subject to Section 10.07 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a (a) Each Note Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, hereby jointly and severally, irrevocably and unconditionally guarantee guarantees, on a senior secured basis, as a primary obligor and not merely as a surety, to each Holder of a Note authenticated and delivered by Holder, to the Trustee and to the TrusteePriority Lien Collateral Trustee and its successors and assigns (i) the performance and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all obligations of the Issuer under this Indenture, the Collateral Agent and/or the International Security Agent Notes and the Agents Priority Lien Security Documents, whether for payment of principal of premium, if any, or interest on the Notes and their respective successors and assigns, irrespective all other monetary obligations of the validity Issuer under this Indenture and enforceability the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or other amounts owed by the Issuer under this Indenture, the Notes and the Priority Lien Security Documents (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Note Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from any Note Guarantor, and that each Note Guarantor shall remain bound under this Article XII notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Note Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Priority Lien Collateral Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes, the Priority Lien Security Documents or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes held thereby and Notes, the Obligations Priority Lien Security Documents or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the Company terms or provisions of this Indenture, the Notes, the Priority Lien Security Documents or any other agreement; (iv) the release of any security held by any Holder, the Trustee or the Priority Lien Collateral Trustee for the Guaranteed Obligations or each Subsidiary Guarantor; (v) the failure of any Holder, the Trustee or the Priority Lien Collateral Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of each Subsidiary Guarantor, except as provided in Section 12.02(b). Each Note Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Note Guarantors such that such Note Guarantor’s obligations would be less than the full amount claimed. (c) Each Note Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and thereunderdepleted as payment of the Issuer’s or such Note Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Note Guarantor hereunder. Each Note Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Note Guarantor. (d) Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, that: performance and compliance when due (aand not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Priority Lien Collateral Trustee to any security held for payment of the Guaranteed Obligations. (e) The Note Guarantee of each Note Guarantor is, to the extent and in the manner set forth in Article XII, equal in right of payment to all existing and future Priority Lien Obligations and all other senior Indebtedness of such Note Guarantor (including the ABL Lien Obligations), senior in right of payment to all existing and future subordinated Indebtedness of such Note Guarantor. (f) Except as expressly set forth in Sections 8.01(b), 12.02 and 12.06, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder, the Trustee or the Priority Lien Collateral Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes, the Priority Lien Security Documents or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Note Guarantor or would otherwise operate as a discharge of any Note Guarantor as a matter of law or equity. (g) Each Note Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated (together with any security interest securing such Subsidiary Guarantee), 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, the Trustee or the Priority Lien Collateral Trustee upon the bankruptcy or reorganization of the Issuer or such Note Guarantor or otherwise. (h) In furtherance of the foregoing and not in limitation of any other right which any Holder, the Trustee or the Priority Lien Collateral Trustee has at law or in equity against any Note Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of and premium, if any, and or interest on any Guaranteed Obligation when and as the Notes will be promptly paid in full when same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Note Guarantor hereby promises to and interest on shall, upon receipt of written demand by the overdue principal of and premiumTrustee, if anyforthwith pay, and interest (or cause to the extent permitted by law) on the Notesbe paid, and all other payment Obligations of the Company in cash, to the Holders, the Trustee, the Agents, the Collateral Agent Trustee or the International Security Agent hereunder or thereunder will be promptly paid in full Priority Lien Collateral Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and performed, all in accordance with unpaid interest on such Guaranteed Obligations (but only to the terms hereof and thereof; extent not prohibited by applicable law) and (biii) in case of any extension of time of payment or renewal of any Notes or any of such all other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders to accelerate the monetary obligations of the Guarantors hereunder in the same manner and Issuer to the same extent as the Obligations of the Company. The Guarantors agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder, the Trustee, an Agent, the Collateral Agent or the International Security Agent is required by any court or otherwise to return to the Company, the GuarantorsHolders, the Trustee or any custodian or other similar official acting under any applicable bankruptcy law in relation to either and the Company or the Guarantors, any amount paid by the Company or any Guarantor to the Priority Lien Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Trustee. (i) Each Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of the Obligations guaranteed herebyall Guaranteed Obligations. Each Note Guarantor further agrees that, as between the Guarantorsit, on the one hand, and the Holders, the Trustee and the Priority Lien Collateral Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ai) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof VI for the purposes of its the Note GuaranteeGuarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed therebyhereby, and (bii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6 hereofVI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purposes of this Section 12.01. (j) Each Note Guarantor also agree to pay any and all costs and expenses (including reasonable out-of-pocket attorneys’ fees and expenses) incurred by the Trustee, the Priority Lien Collateral Trustee or any Holder in enforcing any rights under this Section 12.01. (k) Upon request of the Trustee or the Priority Lien Collateral Trustee, each Note Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of its 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 Guaranteesthis Indenture.

Note Guarantees. Section 11.01 Guarantee. (a) Subject to Section 10.07 hereofthis Article 11, each of the Initial Guarantors, and any Additional Guarantors that become Guarantors after (other than the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereofQuebec Guarantor) hereby, jointly and severally, unconditionally guarantee guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent Trustee and the Agents and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and or the Obligations obligations of the Company hereunder and or thereunder, that: : (a1) the principal of of, premium and premiumAdditional Interest, if any, and 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 and premiuminterest on the Notes, if any, and interest (to the extent permitted by law) on the Notesif lawful, and all other payment Obligations obligations of the Company to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent Trustee hereunder or thereunder will be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the 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, redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event Each Guarantor agrees that this is a guarantee of Default under payment and not a guarantee of collection. (b) Subject to this Indenture Article 11, the Quebec Guarantor hereby unconditionally 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 Notes shall constitute an event Subsidiary Guarantee of default under the Note Guarantees, and shall entitle the Holders to accelerate New Brunswick Guarantor set forth in clause (a) of this Section 11.01 or the obligations of the Guarantors Company or the New Brunswick Guarantor hereunder in or thereunder, the prompt payment and performance when due of all obligations of the New Brunswick Guarantor under such Subsidiary Guarantee. Failing payment or performance when due of any obligation so guaranteed, the Quebec Guarantor will be obligated to pay or perform the same manner and to the same extent as the Obligations of the Companyimmediately. The Quebec Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (c) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants covenant that its Note this Subsidiary Guarantee will not be discharged except by complete performance of the Obligations obligations contained in the Notes and this Indenture. . (d) If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the Company, the Guarantors, the Trustee Guarantors or any custodian custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantors, any amount paid by the Company or any Guarantor either to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note Guaranteesthis Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (e) Each Guarantor agrees that it shall will not be entitled to, and waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of the Obligations all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, Holders and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (a1) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Note this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b2) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereof, such Obligations obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantor Guarantors for the purpose of its Note this Subsidiary Guarantee. The Guarantors shall will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note GuaranteesSubsidiary Guarantee.

Note Guarantees. Subject to Section 10.07 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a (a) Each Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, hereby jointly and severally, fully, unconditionally guarantee and irrevocably guarantees the Notes and obligations of the Issuers hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective Trustee on behalf of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereundersuch Holder, that: (ai) the principal of and premium, if any, any and 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, and 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 of and premiumprincipal, if any, and interest (on any overdue interest, to the extent permitted by law) on the Noteslawful, and all other payment Obligations obligations of the Company Issuers to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent Trustee hereunder or thereunder will shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Obligationsobligations, 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, redemption acceleration or otherwise. Failing payment when so due Each of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, Guarantees shall be a guarantee of payment and shall entitle the Holders to accelerate the obligations not of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree collection. (b) Each Guarantor hereby agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. . (c) Each Guarantor further, to hereby waives the extent permitted by law, waives benefits of diligence, presentment, demand of for 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 any other Person, protest, notice and all demands whatsoever and covenants that its the Note Guarantee will of such Guarantor shall not be discharged as to any Note except by complete performance of the Obligations obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the 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 this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor. Each 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 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. (d) If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the Company, the Guarantors, the Trustee Issuers or any custodian Guarantor, or any custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company Issuers or the Guarantorsany Guarantor, any amount paid by the Company or any Guarantor of them to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note GuaranteesGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This paragraph (d) shall not remain effective notwithstanding any contrary action which may be entitled to, and waives, taken by the Trustee or any right Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. this Indenture. (e) Each Guarantor further agrees that, as between the Guarantorseach Guarantor, on the one hand, and the Holders, Holders and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof VI for the purposes of its the Note GuaranteeGuarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereofVI, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of its the Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Note GuaranteesGuarantor.

Note Guarantees. Subject to Section 10.07 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a (a) Each Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, hereby jointly and severally, fully, unconditionally guarantee and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent Trustee and the Agents and their respective its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereundersuch Holder, that: (ai) the principal of and premium, if any, any and 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, and without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal of and premiumprincipal, if any, and interest (on any overdue interest, to the extent permitted by law) on the Noteslawful, and all other payment Obligations obligations of the Company Issuer to the Holders, the Trustee, the Agents, Trustee or the Collateral Agent or the International Security Agent Trustee hereunder or thereunder will shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Obligationsobligations, 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, redemption acceleration or otherwise. Failing payment when so due Each of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, Guarantees shall be a guarantee of payment and shall entitle the Holders to accelerate the obligations not of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree collection. (b) Each Guarantor hereby agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. . (c) Each Guarantor further, to hereby waives the extent permitted by law, waives benefits of diligence, presentment, demand of for 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 any other Person, protest, notice and all demands whatsoever and covenants that its the Note Guarantee will of such Guarantor shall not be discharged as to any Note except by complete performance of the Obligations obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the 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 and/or the Collateral 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 of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee, the Collateral 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 Guarantor shall pay to the Trustee and/or the Collateral 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, the Collateral Trustee or any of the Holders. (d) If any Holder, the Trustee, an Agent, Trustee or the Collateral Agent or the International Security Agent Trustee is required by any court or otherwise to return to the Company, the Guarantors, the Trustee Issuer or any custodian Guarantor, or any custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company Issuer or the Guarantorsany Guarantor, any amount paid by the Company or any Guarantor of them to the Collateral AgentTrustee, the International Security Agent, such Agent, the Collateral Trustee or such Holder, the Note GuaranteesGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This paragraph (d) shall not remain effective notwithstanding any contrary action which may be entitled totaken by the Trustee, and waives, the Collateral Trustee or any right Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. this Indenture. (e) Each Guarantor further agrees that, as between the Guarantorseach Guarantor, on the one hand, and the Holders, the Trustee and the Collateral Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 VI hereof for the purposes of its the Note GuaranteeGuarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 VI hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of its the Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Note GuaranteesGuarantor.

Note Guarantees. Subject to Section 10.07 hereof8.04, each of the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereofhereby, jointly and severally, unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and guarantees to the Trustee, the Collateral Agent and/or the International Security Agent Lender and the Agents and their respective its successors and assigns, irrespective of the validity and enforceability of this IndentureAgreement, the Notes held thereby and the Obligations obligations of the Company Borrower hereunder and thereunder, that: (a) the principal of and premium, if any, and the interest 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 and premiuminterest on any interest, if any, and interest (to the extent permitted by law) on the Notes, and all other payment Obligations obligations of the Company Borrower to the Holders, the Trustee, the Agents, the Collateral Agent or the International Security Agent Lender hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, 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 maturity, by acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture Agreement or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders Lender to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations obligations of the CompanyBorrower. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder the Lender with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyBorrower, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. The parties agree that the Note Guarantees are guarantees of payment and not of collection. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyBorrower, any right to require a proceeding first against the CompanyBorrower, protest, notice and all demands whatsoever and covenants that its the Note Guarantee Guarantees will not be discharged except by complete performance of the Obligations obligations contained in the Notes and this IndentureAgreement. If any Holder, the Trustee, an Agent, the Collateral Agent or the International Security Agent Lender is required by any court or otherwise to return to the CompanyBorrower, the Guarantors, the Trustee or any custodian liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company Borrower or the Guarantors, any amount paid by the Company or any Guarantor to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such HolderLender, the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders Lender in respect of any Obligations guaranteed hereby until payment in full of the Obligations obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the HoldersLender, the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof V for the purposes of its the Note GuaranteeGuarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereofV, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Guarantors for the purpose of its 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 Lender under the Note Guarantees.

Note Guarantees. Subject to Section 10.07 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date provisions of this Indenture; provided thatArticle 10, at any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereofeach of the Guarantors hereby, jointly and severally, unconditionally guarantee guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent Trustee and the Agents and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and or the Obligations obligations of the Company hereunder and or thereunder, that: (a) the principal of and premiumof, if any, premium and interest on the Notes will shall be promptly paid in full when due, whether at maturitythe maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium and premiuminterest on the Notes, if any, and interest (to the extent permitted by law) on the Notesif lawful, and all other payment Obligations obligations of the Company to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent hereunder or thereunder will Trustee under this Indenture and the Notes shall be promptly paid in full and or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the 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, redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason reason, the Guarantors will shall be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereofof this Indenture and the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants covenant that its the Note Guarantee will Guarantees shall not be discharged except by complete performance of the Obligations obligations contained in the Notes and this Indenture. The Notes also shall be guaranteed in the future as required by Section 4.14. If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the Company, the Company or Guarantors, the Trustee or any custodian Custodian, Trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company or any of the Guarantors, any amount paid by the Company or any Guarantor either to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note these Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of the Obligations all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, Holders and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its these Note GuaranteeGuarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Guarantors for the purpose of its these 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 these Note Guarantees.

Note Guarantees. Subject to Section 10.07 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a (a) Each Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereofhereby, jointly and severally, fully, unconditionally guarantee and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective Trustee on behalf of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereundersuch Holder, that: (ai) the principal of and premium, if any, any and 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 the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), and together with interest on the overdue principal of and premiumprincipal, if any, and interest (on any overdue interest, to the extent permitted by law) on the Noteslawful, and all other payment Obligations obligations of the Company to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent Trustee hereunder or thereunder will shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any the Notes or of any of such other Obligationsobligations, 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, redemption acceleration or otherwise. Failing payment when so due Each of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, Guarantees shall be a guarantee of payment and shall entitle the Holders to accelerate the obligations not of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree collection. (b) Each Guarantor hereby agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. . (c) Each Guarantor further, to hereby waives the extent permitted by law, waives benefits of diligence, presentment, demand of for 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 any other Person, protest, notice and all demands whatsoever and covenants that its the Note Guarantee will of such Guarantor shall not be discharged as to any Note except by complete performance of the Obligations obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the 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 this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor. Each 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 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. (d) If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the Company, the Guarantors, the Trustee Company or any custodian Guarantor, or any custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantorsany Guarantor, any amount paid by the Company or any Guarantor of them to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note GuaranteesGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This paragraph (d) shall not remain effective notwithstanding any contrary action which may be entitled to, and waives, taken by the Trustee or any right Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. this Indenture. (e) Each Guarantor further agrees that, as between the Guarantorseach Guarantor, on the one hand, and the Holders, Holders and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Section 6.02 for the purposes of its the Note GuaranteeGuarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereofSection 6.02, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of its the Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Note GuaranteesGuarantor.

Note Guarantees. Subject to Section 10.07 hereof, the Initial Guarantors, and (a) If any Additional Guarantors that become Guarantors Restricted Subsidiary (including any Restricted Subsidiary formed or acquired after the date Issue Date) shall become a borrower or guarantor under any U.S. Credit Facility, then such Restricted Subsidiary shall (i) execute and deliver to the Trustee a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally Guarantee all of the Company’s obligations under the Securities and this IndentureIndenture on the terms set forth in Article Twelve and (ii) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Subsidiary; provided thatprovided, however, that if, at any time time, the 9.5% Notes are not outstanding, all references in the Indenture and the Securities to “Restricted Subsidiary” or “Restricted Subsidiaries” shall be changed to, and deemed to be a Restricted Subsidiary may become reference to, “Subsidiary” and “Subsidiaries,” as applicable. (b) Notwithstanding the foregoing, each Guarantee by a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, jointly and severally, unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective of the validity Securities shall provide by its terms that it shall be automatically and enforceability unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company’s Capital Stock in, or all or substantially all the assets of, such Guarantor, which transaction is in compliance with the terms of this Indenture, the Notes held thereby Indenture and the Obligations of the Company hereunder and thereunder, that: (a) the principal of and premiumpursuant to which transaction such Guarantor is released from all guarantees, if any, and 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 it of and premium, if any, and interest (to the extent permitted by law) on the Notes, and all other payment Obligations Indebtedness of the Company to the Holders, the Trustee, the Agents, the Collateral Agent or the International Security Agent hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder, the Trustee, an Agent, the Collateral Agent or the International Security Agent is required by any court or otherwise to return to the Company, the Guarantors, the Trustee or any custodian or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantors, any amount paid by the Company or any Guarantor of its Subsidiaries or (ii) such Subsidiary ceasing to be a borrower or guarantor under any U.S. Credit Facility or the Collateral Agent9.5% Notes (other than by reason of a payment under a guarantee by any Subsidiary), the International Security Agent, or (iii) such Agent, the Trustee or such Holder, the Note Guarantees, Subsidiary ceasing to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full a wholly owned Subsidiary of the Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its 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 GuaranteesCompany.

Note Guarantees. Subject to Section 10.07 hereof(a) Each Guarantor, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, hereby jointly and severally, unconditionally guarantee and irrevocably guarantees the Notes and the Obligations hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Indenture Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective Indenture Trustee on behalf of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereundersuch Holder, that: : (ai) the principal of and premium, if any, any and interest on the Notes will shall be promptly paid in full when due, whether at maturitythe Legal Final Maturity Date, by accelerationacceleration or otherwise (including, redemption or otherwisewithout limitation, and 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 of and premiumprincipal, if any, and interest (on any overdue interest, to the extent permitted by law) on the Noteslawful, and all other payment Obligations obligations of the Company Issuer to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent Indenture Trustee hereunder or thereunder will shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Obligations, 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 Legal Final Maturity Date, by acceleration, redemption acceleration or otherwise. Failing payment when so due The obligations of each Guarantor are direct, independent and primary obligations of each Guarantor and are irrevocable, absolute, unconditional, and continuing obligations and are not conditioned in any way upon the institution of suit or the taking of any amount so guaranteed other action, the pursuit of any remedies or any attempt to enforce performance so guaranteed for whatever reason of or compliance with the Guarantors will be jointly Obligations by the Issuer and severally obligated each Guarantor, and their respective successors, transferees or assigns, and shall constitute a guaranty of payment and performance and not of collection, binding upon the Guarantor and its successors and assigns and irrevocable without regard to pay the same immediately. An Event validity, legality or enforceability of Default under this Indenture or any other Basic Document, or the Notes shall constitute an event lack of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations power or authority of the Guarantors hereunder in the same manner and Issuer or any Guarantor to the same extent as enter into this Indenture or any other Basic Document, or any substitution, release or exchange of any other guaranty or any other security for any of the Obligations of the Company. The Guarantors agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance whatsoever (other than complete performancepayment) which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, and shall not be subject to any right of set off, recoupment or counterclaim and are in no way conditioned or contingent upon any attempt to collect from the Issuer, any Guarantor or any other entity or to perfect or enforce any security or upon any other condition or contingency or upon any other action, occurrence, or circumstance whatsoever. Without limiting the generality of the foregoing, no Guarantor shall have any right to terminate this guaranty, or to be released, relieved or discharged from its obligations hereunder except as provided in Section 11.1 hereof, and such obligations shall not be affected, diminished, modified or impaired for any reason whatsoever, including, without limitation, (i) the change, modification or amendment of any obligation, duty, guarantee, warranty, responsibility, covenant or agreement set forth in this Indenture, the granting of any extension of time for payment to the Issuer or any other surety, or any extension or renewal of the Issuer’s obligations under this Indenture, (ii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of any of the Issuer’s or any Guarantor. ’s assets, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization of or similar proceedings affecting the Issuer or any Guarantor or any of the assets of the Issuer or any Guarantor, (iii) any furnishing or acceptance of additional security or any exchange, surrender, substitution or release of any security, (iv) any waiver, consent or other action or inaction or any exercise or non-exercise of any right, remedy or power with respect to the Obligations or this Indenture, (v) any merger or consolidation of the Issuer or the Guarantor into or with any other person or entity, the Issuer’s loss of its separate corporate identity or its ceasing to be an affiliate of any Guarantor, or (vi) the failure to give notice to any Guarantor of the occurrence of a default under the terms and provisions of this Indenture. (b) Each Guarantor furtherirrevocably and unconditionally waives, to the fullest extent permitted by applicable law, waives any right it may have now, or in the future, under law or in equity, to: (i) the notice of any waiver or extension granted to the Issuer; (ii) all notices which may be required by applicable statute, rule of law or otherwise to preserve any of the rights of the Noteholders against the Issuer, each Guarantor or any other person; (iii) require either that an action be brought against the Issuer or any other person or entity as a condition to proceeding against any Guarantor, or to require that action be first taken against any security given by the Issuer or any Guarantor; (iv) notice of (a) any Noteholder’s acceptance and reliance on this guaranty, (b) default or demand in the case of default, provided such notice or demand has been given to or made upon the Issuer or any Guarantor, and (c) any extensions or consents granted to the Issuer, any Guarantor or any other surety; (v) promptness, diligence, presentment, demand of payment, filing of claims payment or enforcement and any other notice with a court in the event of insolvency or bankruptcy of the Company, respect to any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. guaranty; (vi) require any election of remedies; (vii) require the marshalling of assets or the resort to any other security; (viii) except as otherwise expressly provided herein, claim any other defense, contingency, circumstance or matter which might constitute a legal or equitable discharge of a surety or guarantor; (ix) any defense based on or arising out of the voluntary or involuntary bankruptcy, insolvency, liquidation, dissolution, receivership, or other similar proceeding affecting the Issuer; or (x) any defense related to the addition, substitution or partial or entire release of any guarantor, maker or other party (including the Issuer and each Guarantor) primarily or secondarily liable or responsible for the performance and observance of any of the terms set forth in this Indenture and the other Basic Documents or by any extension, waiver, amendment or action whatsoever which may release a guarantor (other than performance). (c) If any Holder, the Trustee, an Agent, the Collateral Agent Noteholder or the International Security Agent Indenture Trustee is required by any court or otherwise to return to the Company, the Guarantors, the Trustee Issuer or any custodian Guarantor, or any custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company Issuer or the Guarantorsany Guarantor, any amount paid by the Company or any Guarantor of them to the Collateral Agent, the International Security Agent, such Agent, the Indenture Trustee or such HolderNoteholder, the Note GuaranteesGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This paragraph (c) shall not remain effective notwithstanding any contrary action which may be entitled to, and waives, taken by the Indenture Trustee or any right Noteholder in reliance upon such amount required to be returned. This paragraph (c) shall survive the termination of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. this Indenture. (d) Each Guarantor further agrees that, as between the Guarantorseach Guarantor, on the one hand, and the Holders, Holders and the Indenture Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ax) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 V hereof for the purposes of its the Note GuaranteeGuarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations as provided in Article 6 V hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of its the Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Note GuaranteesGuarantor.

Note Guarantees. (a) Subject to Section 10.07 hereofthis Article 10, each of the Initial GuarantorsGuarantors hereby, as primary obligor and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time not merely as a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereofsurety, jointly and severally, unconditionally guarantee and on a senior basis guarantees to each Holder of a Note authenticated and delivered by the Trustee (or the Authenticating Agent), to the Trustee and its successors and assigns and to the Trustee, the Collateral Agent and/or the International Notes Security Agent (on behalf of and for the benefit of the Holders, for the purpose of this Article 10, and not in its individual capacity, but solely in its role as representative of the Holders in holding and enforcing the Notes Collateral and the Agents and their respective successors and assignsNotes Security Documents), irrespective of the validity and enforceability of this Indenture, the Notes held thereby and or the Obligations obligations of the Company Issuer hereunder and or thereunder, that: : (a1) the principal of of, and premium, if any, and interest on 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 and interest, and premium, if any, and interest on the Notes (to the extent permitted by law) on the Notes, and all other payment Obligations obligations of the Company Issuer to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Trustee or the Notes Security Agent hereunder or thereunder will be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the 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, redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event Each Guarantor agrees that this is a guarantee of Default under this Indenture or the Notes shall constitute an event payment and not a guarantee of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree collection. (b) Each Guarantor hereby agrees that their its obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action or any delay or omission to assert any claim or to demand or enforce the sameany remedy hereunder or thereunder, any waiver waiver, surrender, release or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor (other than payment in full of all the Obligations of the Issuer hereunder and under the Notes). Each Guarantor furtherhereby waives, to the fullest extent permitted by law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its this Note Guarantee will not be discharged except by complete performance of the Obligations obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture. . (c) If any Holder, the Trustee, an Agent, the Collateral Agent or the International Notes Security Agent is required by any court or otherwise to return to or for the Companybenefit of the Issuer, the Guarantors, the Trustee Guarantors or any custodian custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company Issuer or the Guarantors, any amount paid by either the Company Issuer or any Guarantor the Guarantors to the Collateral AgentTrustee, the International Notes Security Agent, such Agent, the Trustee or such Holder, the this Note GuaranteesGuarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. Each . (d) Until terminated in accordance with Section 10.06 hereof, each Guarantor agrees that it shall will not be entitled to, and waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of the Obligations all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Notes Security Agent, and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, , (a1) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and and (b2) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereof, hereof such Obligations obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantor Guarantors for the purpose of its this Note Guarantee. The Guarantors shall will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. (e) Each Guarantor also agrees to pay any and all costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee or the Notes Security Agent in enforcing any rights under this Section 10.01. (f) Each 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 of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment 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 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.

Note Guarantees. Subject to Section 10.07 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a (a) Each Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, hereby jointly and severally, unconditionally guarantee and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective Trustee on behalf of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereundersuch Holder, that: (ai) the principal of and premium, if any, any and 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 the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), and together with interest on the overdue principal of and premiumprincipal, if any, and interest (on any overdue interest, to the extent permitted by law) on the Noteslawful, and all other payment Obligations obligations of the Company Issuer to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent Trustee hereunder or thereunder will shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Obligationsobligations, 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, redemption acceleration or otherwise. Failing payment when so due Each of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, Guarantees shall be a guarantee of payment and shall entitle the Holders to accelerate the obligations not of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree collection. (b) Each Guarantor hereby agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. . (c) Each Guarantor further, to hereby waives the extent permitted by law, waives benefits of 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 and covenants that its the Note Guarantee will of such Guarantor shall not be discharged as to any Note except by complete performance of the Obligations obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the 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 this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other Guarantor. Each 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 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. (d) If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the Company, the Guarantors, the Trustee Issuer or any custodian Guarantor, or any custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company Issuer or the Guarantorsany Guarantor, any amount paid by the Company or any Guarantor of them to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note GuaranteesGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This Section 11.1(d) shall not remain effective notwithstanding any contrary action which may be entitled to, and waives, taken by the Trustee or any right Holder in reliance upon such amount required to be returned. This Section 11.1(d) shall survive the termination of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. this Indenture. (e) Each Guarantor further agrees that, as between the Guarantorseach Guarantor, on the one hand, and the Holders, Holders and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 VI hereof for the purposes of its the Note GuaranteeGuarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 VI hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of its the Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Note GuaranteesGuarantor.

Note Guarantees. (a) Subject to Section 10.07 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as limitations set forth in Schedule 10.1, each Restricted Subsidiary that is required to become a Note Guarantor pursuant to Section 10.02 hereof4.12 hereof hereby irrevocably Guarantees (collectively, jointly the “Note Guarantees”), as primary obligor and severallynot merely as surety, unconditionally guarantee on a senior basis to each Holder Holder, the Collateral Agents (on behalf of a Note authenticated and delivered by for the benefit of Holders, for the purpose of this Article 10, and not in their individual capacities, but solely in their roles as representatives of the Holders in holding and enforcing the Collateral and the Security Documents), and to the Trustee and its successors and assigns (i) the full and punctual payment when due, 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 fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Any such Note Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Note Guarantor, and that such Note Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Note Guarantor waives presentation to, demand of payment from and protest to the TrusteeIssuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective on behalf of the validity and enforceability Holders or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person under this Indenture, the 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 thereby by any Holder, the Collateral Agents or the Trustee for the Guaranteed Obligations or any of them; (v) the failure of any Holder, the Collateral Agents on behalf of the Holders or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Note Guarantor, except as provided in Section 10.02(c). (c) Each Note Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Note Guarantors, such that such Note Guarantor’s obligations would be less than the full amount claimed. Each Note Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuers first be used and depleted as payment of the Issuers’ or such Note Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Note Guarantor hereunder. Each Note Guarantor hereby waives any right to which it may be entitled to require that the Issuers be sued prior to an action being initiated against such Note Guarantor. (d) Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any Note held for payment of the Guaranteed Obligations. (e) If any Note Guarantor makes payments under its Note Guarantee, each Note Guarantor must contribute its share of such payments. Each Note Guarantor’s share of such payment will be computed based on the proportion that the net worth of the relevant Note Guarantor represents relative to the aggregate net worth of all the Note Guarantors combined. (f) [Reserved]. (g) Each Note Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of the Guaranteed Obligations. Except as expressly set forth in Sections 4.12, 4.13, 8.01(b), 10.02, Schedule 10.1 and the Obligations terms of any Note Guarantee Supplement, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the Company hereunder invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (h) Each Note Guarantor agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuers or otherwise unless such Note Guarantee has been released in accordance with this Indenture. (i) Subject to the limitations set forth in Schedule 10.1, in furtherance of the foregoing and thereundernot in limitation of any other right which any Holder or the Trustee has at law or in equity against any Note Guarantor by virtue hereof, that: (a) upon the failure of the Issuers to pay the principal of and premium, if any, and or interest on any Guaranteed Obligation when and as the Notes will be promptly paid in full when same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Note Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of the Notes, (ii) accrued and unpaid interest on the overdue Notes and (iii) all other monetary obligations of the Issuers to the Holders and the Trustee, including any other unpaid principal amount of such Guaranteed Obligations, accrued and premium, if any, and unpaid interest on such Guaranteed Obligations (but only to the extent permitted not prohibited by law) on the Notes, and all other payment Obligations of the Company to the Holders, the Trustee, the Agents, the Collateral Agent or the International Security Agent hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and any Additional Amounts. (bj) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Each Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder, the Trustee, an Agent, the Collateral Agent or the International Security Agent is required by any court or otherwise to return to the Company, the Guarantors, the Trustee or any custodian or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantors, any amount paid by the Company or any Guarantor to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, to exercise any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of the Obligations guaranteed herebyall Guaranteed Obligations. Each Note Guarantor further agrees that, as between the Guarantorsit, on the one hand, and the Holders, Holders and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ai) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Note Guaranteeany Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed therebyhereby, and (bii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6 hereof6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Note Guarantor for the purposes of this Section 10.01. (k) Each Note 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. (l) Upon request of the Trustee, each Note 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 its this Indenture. (m) The Collateral Agents may only assert a claim or demand or enforce a right or remedy with respect to the Note GuaranteeGuarantees at the direction of the Trustee. The Guarantors shall have Trustee may direct the right Collateral Agents 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 take enforcement action with respect to the Note GuaranteesGuarantees if any amount is declared or becomes due and payable pursuant to Section 6.02 (but not otherwise).

Note Guarantees. Subject to Section 10.07 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as limitations set forth in Section 10.02 hereof16.05, the Guarantors hereby, jointly and severally, unconditionally guarantee and irrevocably Guarantee, as primary obligor and not merely as surety, to each Holder of a Note authenticated and delivered by the Trustee and to Holder, the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and or the Obligations of the Company hereunder and or thereunder, that: (a) the principal of and premium, if any, and interest 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, redemption redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest (to the extent permitted by law) on the Notesinterest, if any, if lawful, and all other payment Obligations obligations of the Company to the Holders, the Trustee, the Agents, Trustee and the Collateral Agent or the International Security Agent hereunder or thereunder will shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same 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, redemption redemption, required purchase or repurchase or otherwise. Failing payment when so due due, subject to any applicable grace period, of any amount so guaranteed Guaranteed or any performance so guaranteed Guaranteed for whatever reason reason, the Guarantors will shall be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, legality, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyCompany or any Guarantor, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor furtherhereby waives, to the fullest extent permitted by applicable law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the CompanyCompany or another Guarantor, protest, notice and all demands whatsoever and covenants covenant that its the Note Guarantee will Guarantees shall not be discharged except by complete performance payment in full or conversion in full of the Obligations contained Notes in the Notes and accordance with this Indenture. If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the Company, Company or any of the Guarantors, the Trustee or any custodian receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law or other similar official acting under any applicable bankruptcy law in relation to either the Company or any of the Guarantors, any amount paid by the Company or any Guarantor either to the Collateral Agent, the International Security Agent, such Agent, the Trustee or to such Holder, the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed obligations Guaranteed hereby until payment in full of the Obligations guaranteed all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, Holders and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ax) the maturity of the Obligations guaranteed obligations Guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its the Note GuaranteeGuarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, obligations Guaranteed hereby and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereof6, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Guarantors for the purpose of its 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 Trustee or the Holders under the Note Guarantees.

Note Guarantees. (a) Subject to Section 10.07 hereofthis Article 10, each of the Initial GuarantorsGuarantors hereby, as primary obligor and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time not merely as a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereofsurety, jointly and severally, unconditionally guarantee and on a senior basis guarantees to each Holder of a Note authenticated and delivered by the Trustee (or the Authenticating Agent), to the Trustee and its successors and assigns and to the Trustee, the Collateral Agent and/or the International Notes Security Agent (on behalf of and for the benefit of the Holders, for the purpose of this Article 10, and not in its individual capacity, but solely in its role as representative of the Holders in holding and enforcing the Notes Collateral and the Agents and their respective successors and assignsNotes Security Documents), irrespective of the validity and enforceability of this Indenture, the Notes held thereby and or the Obligations obligations of the Company Issuer hereunder and or thereunder, that: : (a1) the principal of of, and premium, if any, and interest on 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 and interest, and premium, if any, and interest on the Notes (to the extent permitted by law) on the Notes, and all other payment Obligations obligations of the Company Issuer to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Trustee or the Notes Security Agent hereunder or thereunder will be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the 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, redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event Each Guarantor agrees that this is a guarantee of Default under this Indenture or the Notes shall constitute an event payment and not a guarantee of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree collection. (b) Each Guarantor hereby agrees that their its obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action or any delay or omission to assert any claim or to demand or enforce the sameany remedy hereunder or thereunder, any waiver waiver, surrender, release or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor (other than payment in full of all the Obligations of the Issuer hereunder and under the Notes). Each Guarantor furtherhereby waives, to the fullest extent permitted by law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its this Note Guarantee will not be discharged except by complete performance of the Obligations obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture. If any Holder, the Trustee, an Agent, the Collateral Agent or the International Security Agent is required by any court or otherwise to return to the Company, the Guarantors, the Trustee or any custodian or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantors, any amount paid by the Company or any Guarantor to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its 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.

Note Guarantees. (a) Notwithstanding any provision of this ARTICLE X to the contrary, the provisions of this ARTICLE X will be applicable only to, and inure solely to the benefit of, the Notes of any Series designated, pursuant to Section 2.02(r), as entitled to the benefits of the Note Guarantee of each Guarantor identified in such designation. (b) Subject to Section 10.07 hereofthis ARTICLE X, each of the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereofhereby, jointly and severally, unconditionally guarantee guarantees to the Holders of each Holder Series of a Note Notes authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent Trustee and the Agents and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and or the Obligations obligations of the Company Issuer hereunder and or thereunder, that: : (a1) the principal of and of, premium, if any, and interest on the Notes 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 and premiuminterest on such Notes, if any, and interest (to the extent permitted by law) on the Notesif lawful, and all other payment Obligations obligations of the Company Issuer to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent Trustee hereunder or thereunder will be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any such Notes or any of such other Obligationsobligations, the 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, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event Each Guarantor agrees that this is a guarantee of Default under this Indenture or the Notes shall constitute an event payment and not a guarantee of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. collection. (a) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants covenant that its this Note Guarantee will not be discharged except by complete performance of the Obligations obligations contained in the Notes and this Indenture. . (b) If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the CompanyIssuer, the Guarantors, the Trustee Guarantors or any custodian custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company Issuer or the Guarantors, any amount paid by the Company or any Guarantor either to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the this Note GuaranteesGuarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (c) Each Guarantor agrees that it shall will not be entitled to, and waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of the Obligations all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, Holders and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (a1) the maturity Maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 ARTICLE VI hereof for the purposes of its this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b2) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 ARTICLE VI hereof, such Obligations obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantor Guarantors for the purpose of its this Note Guarantee. The Guarantors shall will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note GuaranteesGuarantee.

Note Guarantees. Subject to Section 10.07 hereof(a) Each Note Guarantor hereby fully, the Initial Guarantorsunconditionally and irrevocably guarantees, as primary obligor and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture not merely as set forth in Section 10.02 hereofsurety, jointly and severallyseverally with each other Note Guarantor, unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee the full and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereunder, that: (a) the principal of and premium, if any, and interest on the Notes will be promptly paid in full punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, and interest on of the overdue principal of and premiumObligations (such guaranteed Obligations, if any, and interest the "Guaranteed Obligations"). Each Note Guarantor further agrees (to the extent permitted by law) on that the NotesObligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any Obligation. Each Note Guarantor hereby agrees to pay, in addition to the amounts stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under any Note Guarantee. (b) Each Note Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (i) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (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 security held by any Holder or the Trustee for the Obligations or any of them; (v) the failure of any Holder to exercise any right or remedy against any other Note Guarantor; or (vi) any change in the ownership of the Company. (c) Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. (d) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (e) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Company to the Holders, the Trustee, the Agents, the Collateral Agent or the International Security Agent hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or pay any of such other Obligations, the Obligations when and as the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewalshall become due, whether at stated maturity, by acceleration, by redemption or otherwise. Failing payment when so due , each Note Guarantor hereby promises to and will, upon receipt of any amount so guaranteed written demand by the Trustee, forthwith pay, or any performance so guaranteed for whatever reason the Guarantors will cause to be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guaranteespaid, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor furthercash, to the extent permitted by law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder, the Trustee, Holders an Agent, the Collateral Agent or the International Security Agent is required by any court or otherwise to return amount equal to the Company, sum of: (i) the Guarantors, the Trustee or any custodian or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantors, any unpaid amount paid by the Company or any Guarantor to the Collateral Agent, the International Security Agent, of such Agent, the Trustee or Obligations then due and owing; and (ii) accrued and unpaid interest on such Holder, the Note Guarantees, Obligations then due and owing (but only to the extent theretofore discharged, shall be reinstated in full force and effect. not prohibited by law). (g) Each Guarantor agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each Note Guarantor further agrees that, as between the Guarantorssuch Note Guarantor, on the one hand, and the Holders, the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, : (ai) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof this Indenture for the purposes of its Note GuaranteeGuarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and hereby; and (bii) in the event of any such declaration of acceleration of such Obligations as provided in Article 6 hereofObligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the such Note Guarantor for the purpose purposes of its 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.

Note Guarantees. Subject to Section 10.07 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted (a) Each Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, hereby jointly and severally, fully and unconditionally guarantee guarantees the Notes and obligations of the Issuers hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereunder, that: (ai) the principal of and premium, if any, and interest on the Notes will shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, call for redemption or otherwise, and together with interest on the overdue principal of and premiumprincipal, if any, and interest (on any overdue interest, to the extent permitted by law) on the Noteslawful, and all other payment Obligations obligations of the Company Issuers to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent hereunder Trustee under this Indenture or thereunder will the Notes shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Obligationsobligations, the 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, redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason reason, the Subsidiary Guarantors will shall be jointly and severally obligated to pay the same immediately. An Event Each Subsidiary Guarantor agrees that this is a guarantee of Default under this Indenture or the Notes shall constitute an event payment and not a guarantee of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree collection. (b) Each Subsidiary Guarantor hereby agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. . (c) Each Subsidiary Guarantor further, to hereby waives the extent permitted by law, waives benefits of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Companyany Issuer, any right to require a proceeding first against the CompanyIssuers or any other Person, protest, notice and all demands whatsoever and covenants that its the Note Guarantee will of such Subsidiary Guarantor shall not be discharged as to any Note or this Indenture except by complete performance of the Obligations obligations contained in the Notes such Note and this Indenture and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a Default in payment of principal or premium, if any, or interest on any 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 of the Subsidiary Guarantors to enforce each such Subsidiary Guarantor’s Note Guarantee without first proceeding against the Issuers or any other Subsidiary Guarantor. Each Subsidiary 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 Subsidiary 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 and any other amounts due and owing to the Trustee under this Indenture. (d) If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the Company, the Guarantors, the Trustee any Issuer or any custodian Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company any Issuer or the Guarantorsany Subsidiary Guarantor, any amount paid by the Company or any Guarantor of them to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note GuaranteesGuarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, 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 this Indenture. (e) Each Guarantor agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Guarantorseach Subsidiary Guarantor, on the one hand, and the Holders, Holders and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof VI for the purposes of its the Note GuaranteeGuarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereofVI, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the each Subsidiary Guarantor for the purpose of the Note Guarantee of such Subsidiary Guarantor. (f) Each Subsidiary Guarantor that makes a payment for distribution under its Note Guarantee. The Guarantors shall have the right Guarantee is entitled upon payment in full of all guaranteed obligations under this Indenture to seek contribution from any non-paying each other Subsidiary Guarantor so long as the exercise in a pro rata amount of such right does not impair payment based on the rights respective net assets of all the Holders under Subsidiary Guarantors at the Note Guaranteestime of such payment in accordance with GAAP.

Note Guarantees. Subject to Section 10.07 hereofthe provisions of this ARTICLE VII, the Initial GuarantorsGuarantors hereby fully, irrevocably and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereofunconditionally guarantee, jointly and severally, unconditionally guarantee to each Holder and to the Trustee and the Authorized Agents the full and punctual payment (whether at an installment date or the Maturity Date, upon redemption, purchase pursuant to an offer to purchase or acceleration or otherwise) of the principal, premium (if any) or interest, and any other amounts that may come due and payable under each Note and the full and punctual payment of all other amounts payable by the Issuer under this Indenture as they come due, provided that the obligations of each Guarantor hereunder shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in such obligations not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under Applicable Law. Upon failure by the Issuer to pay punctually any such amount, each of the Guarantors shall, without duplication, forthwith pay the amount not so paid at the place and time and in the manner specified in this Indenture. This Note authenticated Guarantee constitutes a direct, joint and delivered several, general unsecured and unconditional primary obligation of each Guarantor that will at all times rank at least pari passu with any existing and future senior unsecured Indebtedness of such Guarantor, except for such obligations as may be preferred by provisions of law that are both mandatory and of general application, including without limitation, tax and labor claims. Each Guarantor hereby agrees to pay, in addition to the amounts stated above, any and all fees, indemnity amounts and reasonable and documented costs and expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under any Note Guarantee. Each of the Guarantors hereby unconditionally and irrevocably waives all benefits applicable thereto to the Trustee, the Collateral Agent and/or the International Security Agent fullest extent possible under existing law for this Note Guarantee to be joint and the Agents and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereunder, that: (a) the principal of and premium, if any, and 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 and premium, if any, and interest (to the extent permitted by law) on the Notes, and all other payment Obligations of the Company to the Holders, the Trustee, the Agents, the Collateral Agent or the International Security Agent hereunder or thereunder will be promptly paid in full and performed, all in accordance several with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, 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, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder, the Trustee, an Agent, the Collateral Agent or the International Security Agent is required by any court or otherwise to return to the Company, the Guarantors, the Trustee or any custodian or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantors, any amount paid by the Company or any Guarantor to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its 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 GuaranteesIssuer.

Note Guarantees. Subject to Section 10.07 hereof, (a) Each of the Initial Note Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, jointly and severally, hereby unconditionally guarantee Guarantees (and subject in each case to the Agreed Guarantee Principles set forth in any notation of Note Guarantee, supplemental indenture, or as contemplated by Section 4.24(b)) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent Trustee and the Agents and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and or the Obligations obligations of the Company hereunder and thereunder, or thereunder that: (ai) the due and punctual payment of the principal of and of, premium, if any, and interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, (ii) the due and interest punctual payment of interest, if any, on the overdue principal of and premium, if any, and interest (to the extent permitted by law) on the Notes, to the extent lawful, and the due and punctual performance of all other payment Obligations obligations of the Company to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent hereunder Trustee under this Indenture or thereunder will any Note shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; , and (biii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the 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, redemption acceleration pursuant to Section 6.02 or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason reason, the Note Guarantors will shall be jointly and severally obligated to pay the same immediately. An Event Each Note Guarantor shall agree that this is a Guarantee of Default under this Indenture payment and not a Guarantee of collection. If acceleration of the time for payment of any Notes Obligation by the Company is stayed by reason of the insolvency or receivership of the Company or otherwise, all Notes shall constitute an event of default Obligations otherwise subject to acceleration under the terms of any Notes Document shall nonetheless be payable by the Note Guarantees, and shall entitle Guarantors hereunder forthwith on demand by the Holders to accelerate the obligations Trustee. (b) Each of the Note Guarantors hereunder in the same manner and hereby agrees that its obligations with regard to the same extent as the Obligations of the Company. The Guarantors agree that their obligations hereunder its Guarantee shall be joint and several, unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the 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 a Note Guarantor. Each Note Guarantor further, to the extent permitted by law, hereby waives diligenceand relinquishes all claims, presentmentrights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, demand rights or remedies, including but not limited to: (i) any right to require any of paymentthe Trustee, filing the Holders or the Company (each a “Benefited Party”), as a condition of claims with a court in the event of insolvency payment or bankruptcy of performance by such Note Guarantor, to (A) proceed against the Company, any right to require a proceeding first other guarantor (including any other Note Guarantor) of the obligations under the Note Guarantees or any other person, (B) proceed against or exhaust any security held from the Company, any such other guarantor or any other person, (C) proceed against or have resort to any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other person, or (D) pursue any other remedy in the power of any Benefited Party whatsoever; (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Company including any defense based on or arising out of the lack of validity or the unenforceability of the obligations under the Note Guarantees or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Company from any cause other than payment in full of the obligations under the Note Guarantees; (iii) 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; (iv) any defense based upon any Benefited Party’s errors or omissions in the administration of the obligations under the Note Guarantees, except behavior which amounts to bad faith; (v) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Note Guarantees and any legal or equitable discharge of such Note Guarantor’s obligations hereunder and under its Note Guarantee, (B) the benefit of any statute of limitations affecting such Note Guarantor’s liability hereunder and under its Note Guarantee or the enforcement hereof and thereof, (C) any rights to set-offs, recoupments and counterclaims and (D) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (vi) notices, demands, presentations, protests, notices of protest, notice notices of dishonor and all demands whatsoever notices of any action or inaction, including acceptance of the Note Guarantees, notices of default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the obligations under the Note Guarantees or any agreement related thereto, and notices of any extension of credit to the Company and any right to consent to any thereof; (vii) to the extent permitted under applicable law, the benefits of any “One Action” rule; and (viii) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Note Guarantees. Except as set forth in Section 13.05, each Note Guarantor covenants that its Note Guarantee will shall not be discharged except by complete performance of the Obligations obligations contained in the Notes its Note Guarantee and this Indenture. . (c) If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the Company, the Guarantors, the Trustee Note Guarantors or any custodian custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Note Guarantors, any amount paid by the Company or any Guarantor to the Collateral Agent, the International Security Agent, such Agent, either the Trustee or such Holder, the Note Guaranteesany Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. . (d) Each Note Guarantor agrees that it shall not be entitled to, and waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of the Obligations all obligations guaranteed hereby. Each Note Guarantor shall further agrees agree that, as between the Note Guarantors, on the one hand, and the Holders, Holders and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ai) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Section 6.02 for the purposes of its Note any Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed thereby, hereby and (bii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereofSection 6.02, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Note Guarantors for the purpose of its Note any such Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guaranteesapplicable Guarantee.

Note Guarantees. Subject to Section 10.07 hereof, the Initial (a) The Guarantors, and any Additional Guarantors that become Guarantors after the date either by execution of this Indenture or a Supplemental Indenture; provided that, at any time a Restricted Subsidiary may become a Guarantor at its optionfully and, by executing a supplemental indenture as subject to the limitations on the effectiveness and enforceability set forth in Section 10.02 hereofthis Indenture or such Supplemental Indenture, jointly and severallyas applicable, unconditionally guarantee guarantee, on a joint and several basis to each Holder and to the Trustee and its successors and assigns on behalf of a each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, on, and all other monetary obligations of the Issuer under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to, each Note authenticated and delivered by the Trustee or its agent pursuant to and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective of the validity and enforceability of in accordance with this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereunder, that: (a) the principal of and premium, if any, and 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 and premium, if any, and interest (to the extent permitted by law) on the Notes, and all other payment Obligations of the Company to the Holders, the Trustee, the Agents, the Collateral Agent or the International Security Agent hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or (all the Notes shall constitute an event of default under foregoing being hereinafter collectively called the “Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the CompanyObligations”). The Guarantors further agree that the Note Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal of any Note Obligation. All payments under each Note Guarantee will be made in Euros. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditionalas if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Issuer with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might may otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor (except payment in full); provided that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. Each Guarantor further, to the extent permitted by law, waives The Guarantors hereby waive 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 a Note Guarantee (including, protestfor the avoidance of doubt, any right which a 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 such Guarantor or its assets), protest or notice with respect to any Note or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants each covenant that its their Note Guarantee will not be discharged with respect to any Note except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder, the Trustee, an Agent, the Collateral Agent or the International Security Agent is required by any court or otherwise to return to the Company, the Guarantors, the Trustee or any custodian or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantors, any amount paid by the Company or any Guarantor to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed herebyprincipal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.04. Each Guarantor further agrees thatIf at any time any payment of principal of, as between 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 Guarantors, on the one hand, and the Holders, the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (a) the maturity ’ obligations hereunder with respect to such payment shall be reinstated as of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration date of such Obligations rescission, restoration or returns as provided in Article 6 hereof, though such Obligations (whether or not due and payable) shall forthwith payment had become due but had not been made at such times. (c) The Guarantors also agree to pay any and payable all costs and expenses (including reasonable attorneys’ fees) incurred by the Guarantor for the purpose of its Note Guarantee. The Guarantors shall have the right to seek contribution from Trustee or any non-paying Guarantor so long as the exercise of such right does not impair the Holder in enforcing any rights of the Holders under the Note Guaranteesthis Section 10.01.

Note Guarantees. (i) Subject to Section 10.07 hereofthis Article X, the Initial GuarantorsIntercreditor Agreement and the ABL Intercreditor Agreement, each Guarantor, as primary obligor and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time not merely as a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereofsurety, jointly and severally, unconditionally guarantee unconditionally, on a senior basis and subject to any limitations set out in any supplemental indenture, guarantees to each Holder of a Note authenticated and delivered by the Trustee and (or the Authenticating Agent), to the Trustee, the Collateral Agent and/or the International Security Agent Trustee and the Agents and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and or the Obligations obligations of the Company Issuers hereunder and or thereunder, that: (a) : A. the principal of of, Additional Amounts and premium, if any, and interest on 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 and interest, Additional Amounts and premium, if any, and interest on the Notes (to the extent permitted by law) on the Notes, and all other payment Obligations obligations of the Company Issuers to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent Trustee hereunder or thereunder will be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (b) in and ▇. ▇▇ case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the 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, redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder, the Trustee, an Agent, the Collateral Agent or the International Security Agent is required by any court or otherwise to return to the Company, the Guarantors, the Trustee or any custodian or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantors, any amount paid by the Company or any Guarantor to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its 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.

Note Guarantees. Subject (a) Pursuant to Section 10.07 hereofthe Note Guarantees, the Initial GuarantorsSubsidiary Guarantors hereby fully and unconditionally guarantee, on an unsecured, senior, joint and any Additional Guarantors that become Guarantors after the date of this Indenture; provided thatseveral basis, at any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, jointly and severally, unconditionally guarantee to each Holder and to the Trustee and its successors and assign on behalf of a each Holder, the due and punctual full payment of principal of, premium, if any, and interest on, and all other monetary obligations of the Company under this Indenture and the Notes (including obligations to the Trustee) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective of the validity and enforceability of in accordance with this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereunder, that: (a) the principal of and premium, if any, and 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 and premium, if any, and interest (to the extent permitted by law) on the Notes, and all other payment Obligations of the Company to the Holders, the Trustee, the Agents, the Collateral Agent or the International Security Agent hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of this Indenture. The Subsidiary Guarantors further agree that the Note Guarantees may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors and that the Subsidiary Guarantors shall remain bound under this Article 10 notwithstanding any extension or renewal, whether at stated maturity, by acceleration, redemption or otherwise. Failing payment when so due renewal of any amount so guaranteed or any performance so guaranteed for whatever reason the Note Guarantee. All payments under such Note Guarantee shall be made in U.S. dollars. (b) The Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors hereby agree that their obligations hereunder shall be unconditionalas if they were principal debtor and not merely surety, unaffected by, and irrespective of the of, any validity, regularity irregularity or enforceability unenforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Company with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might may otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor (except payment in full); provided, however, that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Subsidiary Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. Each Guarantor further, to the extent permitted by law, waives The Subsidiary Guarantors hereby waive 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 that the Trustee pursue or exhaust its legal or equitable remedies against the CompanyCompany prior to exercising its rights under the Note Guarantee (including, protestfor the avoidance of doubt, any right which the Subsidiary Guarantors may have to require the seizure and sale of the assets of the Company to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against the Subsidiary Guarantors or their assets), protest or notice with respect to any Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants covenant that its the Note Guarantee will shall not be discharged with respect to any Note except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder, the Trustee, an Agent, the Collateral Agent or the International Security Agent is required by any court or otherwise to return to the Company, the Guarantors, the Trustee or any custodian or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantors, any amount paid by the Company or any Guarantor to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed herebyprincipal thereof and interest thereon or as otherwise provided in this Indenture, including Sections 10.3 and 10.5. Each Guarantor further agrees thatIf at any time any payment of principal of, as between the Guarantorspremium, if any, or interest, if any, on such Note is rescinded or must be otherwise restored or returned upon the one handinsolvency, and bankruptcy or reorganization of the HoldersCompany or otherwise, the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (a) the maturity Subsidiary Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration date of such Obligations rescission, restoration or returns as provided in Article 6 hereof, though such Obligations (whether or not due and payable) shall forthwith payment had become due but had not been made at such times. (c) The Subsidiary Guarantors also agree to pay any and payable all costs and expenses (including reasonable attorneys’ fees) incurred by the Guarantor for the purpose of its Note Guarantee. The Guarantors shall have the right to seek contribution from Trustee or any non-paying Guarantor so long as the exercise of such right does not impair the Holder in enforcing any rights of the Holders under the Note GuaranteesSection 10.1.

Note Guarantees. (a) Subject to Section 10.07 hereofthis Article 11, the Initial GuarantorsIntercreditor Agreement, and any Additional Intercreditor Agreement and the Agreed Security Principles, each of the Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereofhereby, jointly and severally, irrevocably and unconditionally guarantee guarantees, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent Trustee and the Agents and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and or the Obligations obligations of the Company Issuer hereunder and thereunderor thereunder (such Guarantee, a “Note Guarantee”), that: : (a1) the principal of and premiumof, premium on, if any, interest and interest on Additional Amounts, 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 and premiumof, premium on, if any, interest and interest (to the extent permitted by law) on Additional Amounts, if any, on, the Notes, if lawful, and all other payment Obligations obligations of the Company Issuer to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent Trustee hereunder or thereunder will be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewalextension, whether at stated maturity, by acceleration, redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event Each Guarantor agrees that this is a guarantee of Default under payment and not a guarantee of collection. (b) Subject to this Indenture or the Notes shall constitute an event of default under the Note GuaranteesArticle 11, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants covenant that its this Note Guarantee will not be discharged except by complete performance of the Obligations obligations contained in the Notes and this Indenture. . (c) If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the CompanyIssuer, the Guarantors, the Trustee Guarantors or any custodian custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company Issuer or the Guarantors, any amount paid by the Company or any Guarantor either to the Collateral Agent, Trustee or the International Security Agent, such Agent, the Trustee Agent or such Holder, the this Note GuaranteesGuarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall will not be entitled to, and waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of the Obligations all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, Holders and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (a1) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b2) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereof, such Obligations obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantor Guarantors for the purpose of its this Note Guarantee. The Guarantors shall will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note GuaranteesGuarantee.

Note Guarantees. Subject to Section 10.07 hereof, the Initial (a) The Guarantors, and any Additional Guarantors that become Guarantors after the date either by execution of this Indenture or a Supplemental Indenture; provided that, at any time a Restricted Subsidiary may become a Guarantor at its optionfully and, by executing a supplemental indenture as subject to the limitations on the effectiveness and enforceability set forth in Section 10.02 hereofthis Indenture or such Supplemental Indenture, jointly and severallyas applicable, unconditionally guarantee guarantee, on a joint and several basis to each Holder and to the Trustee and its successors and assigns on behalf of a each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, on, and all other monetary obligations of the Issuer under this Indenture and the Notes (including obligations to the Trustee and the Security Agent and the obligations to pay Additional Amounts, if any) with respect to, each Note authenticated and delivered by the Trustee or its agent pursuant to and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective of the validity and enforceability of in accordance with this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereunder, that: (a) the principal of and premium, if any, and 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 and premium, if any, and interest (to the extent permitted by law) on the Notes, and all other payment Obligations of the Company to the Holders, the Trustee, the Agents, the Collateral Agent or the International Security Agent hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the CompanyIndenture. The Guarantors further agree that the Note Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this ‎‎Article Ten notwithstanding any extension or renewal of any Note Obligation. All payments under each Note Guarantee will be made in U.S. dollars. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditionalas if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Issuer with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might may otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor (except payment in full); provided that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall, without the written consent of the Guarantors, increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. Each Guarantor further, to the extent permitted by law, waives The Guarantors hereby waive 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 a Note Guarantee (including, protestfor the avoidance of doubt, any right which a 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 such Guarantor or its assets), protest or notice with respect to, any Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants each covenant that its their Note Guarantee will not be discharged with respect to any Note except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder, the Trustee, an Agent, the Collateral Agent or the International Security Agent is required by any court or otherwise to return to the Company, the Guarantors, the Trustee or any custodian or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantors, any amount paid by the Company or any Guarantor to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed herebyprincipal thereof and interest thereon or as otherwise provided in this Indenture, including ‎‎Section 10.04. Each Guarantor further agrees thatIf at any time any payment of principal of, as between 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 Guarantors, on the one hand, and the Holders, the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (a) the maturity ’ obligations hereunder with respect to such payment shall be reinstated as of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration date of such Obligations rescission, restoration or returns as provided in Article 6 hereof, though such Obligations (whether or not due and payable) shall forthwith payment had become due but had not been made at such times. (c) The Guarantors also agree to pay any and payable all costs and expenses (including reasonable attorneys’ fees) incurred by the Guarantor for the purpose of its Note Guarantee. The Guarantors shall have the right to seek contribution from Trustee or any non-paying Guarantor so long as the exercise of such right does not impair the Holder in enforcing any rights of the Holders under the Note Guaranteesthis ‎‎Section 10.01.

Note Guarantees. Subject to Section 10.07 hereof, (a) Each of the Initial Note Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, jointly and severally, hereby unconditionally guarantee Guarantees (and subject in each case to the Agreed Guarantee Principles set forth in any notation of Note Guarantee, supplemental indenture, or as contemplated by Section 4.15(b) hereof) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent Trustee and the Agents and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and or the Obligations obligations of the Company hereunder and thereunder, or thereunder that: (ai) the principal due and punctual payment of and premiumprincipal, if any, premium and interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, (ii) the due and punctual payment of interest on the overdue principal of and premiuminterest on the Notes, if any, and interest (to the extent permitted by law) on the Notesif lawful, and all other payment Obligations obligations of the Company to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent hereunder Trustee under this Indenture or thereunder will any Note shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; , and (biii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the 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, redemption acceleration pursuant to Section 6.2 hereof or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason reason, the Note Guarantors will shall be jointly and severally obligated to pay the same immediately. An Event Each Note Guarantor shall agree that this is a Guarantee of Default under this Indenture or the Notes shall constitute an event payment and not a Guarantee of default under collection. (b) Each of the Note Guarantees, and shall entitle the Holders Guarantors hereby agrees that its obligations with regard 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 agree that their obligations hereunder its Guarantee shall be joint and several, unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the 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 a Note Guarantor. Each Note Guarantor further, to the extent permitted by law, hereby waives diligenceand relinquishes all claims, presentmentrights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, demand rights or remedies, including but not limited to: (i) any right to require any of paymentthe Trustee, filing the Holders or the Company (each a “Benefited Party”), as a condition of claims with a court in the event of insolvency payment or bankruptcy of performance by such Note Guarantor, to (A) proceed against the Company, any right to require a proceeding first other guarantor (including any other Note Guarantor) of the obligations under the Note Guarantees or any other person, (B) proceed against or exhaust any security held from the Company, any such other guarantor or any other person, (C) proceed against or have resort to any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other person, or (D) pursue any other remedy in the power of any Benefited Party whatsoever; (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Company including any defense based on or arising out of the lack of validity or the unenforceability of the obligations under the Note Guarantees or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Company from any cause other than payment in full of the obligations under the Note Guarantees; (iii) 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; (iv) any defense based upon any Benefited Party’s errors or omissions in the administration of the obligations under the Note Guarantees, except behavior which amounts to bad faith; (v) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Note Guarantees and any legal or equitable discharge of such Note Guarantor’s obligations hereunder and under its Note Guarantee, (B) the benefit of any statute of limitations affecting such Note Guarantor’s liability hereunder and under its Note Guarantee or the enforcement hereof and thereof, (C) any rights to set-offs, recoupments and counterclaims and (D) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (vi) notices, demands, presentations, protests, notices of protest, notice notices of dishonor and all demands whatsoever notices of any action or inaction, including acceptance of the Note Guarantees, notices of default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the obligations under the Note Guarantees or any agreement related thereto, and notices of any extension of credit to the Company and any right to consent to any thereof; (vii) to the extent permitted under applicable law, the benefits of any “One Action” rule; and (viii) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Note Guarantees. Except as set forth in Section 10.5 hereof, each Note Guarantor covenants that its Note Guarantee will shall not be discharged except by complete performance of the Obligations obligations contained in the Notes its Note Guarantee and this Indenture. . (c) If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the Company, the Guarantors, the Trustee Note Guarantors or any custodian custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Note Guarantors, any amount paid by the Company or any Guarantor to the Collateral Agent, the International Security Agent, such Agent, either the Trustee or such Holder, the Note Guaranteesany Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. . (d) Each Note Guarantor agrees that it shall not be entitled to, and waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of the Obligations all obligations guaranteed hereby. Each Note Guarantor shall further agrees agree that, as between the Note Guarantors, on the one hand, and the Holders, Holders and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ai) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Section 6.2 hereof for the purposes of its Note any Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed thereby, hereby and (bii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 Section 6.2 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Note Guarantors for the purpose of its Note any such Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guaranteesapplicable Guarantee.

Note Guarantees. Subject to Section 10.07 hereof(a) As promptly as practicable and in any event within 60 days of the Issue Date (the “60 Day Post-Closing Period”), Holdings and each of its Restricted Subsidiaries (other than the Issuers) that are borrowers or guarantors under the Credit Agreement, excluding certain entities that would trigger a Rule 3-10 release as reasonably determined by Holdings, will jointly and severally irrevocably and unconditionally guarantee, as a guarantor and not as a surety, the Initial Guarantorsperformance and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all obligations of the Issuers under this Indenture and the Securities, whether for payment of principal of, premium, if any, or interest or additional interest on the Securities, expenses, indemnification or otherwise (all such obligations guaranteed by such Note Guarantors being herein called the “Guaranteed Obligations”). Each Note Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Note Guarantor, and that each such Note Guarantor shall remain bound under this Article 11 notwithstanding any Additional Guarantors that become Guarantors after extension or renewal of any Guaranteed Obligation. (b) Each Note Guarantor waives presentation to, demand of payment from and protest to the date Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person under this Indenture; provided that, at any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, jointly and severally, unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective of the validity and enforceability Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes held thereby and the Obligations Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the Company hereunder and thereunderterms or provisions of this Indenture, that: the Securities or any other agreement; (aiv) the principal release of and premiumany security, if any, held by any Holder or the Trustee for the Guaranteed Obligations or any Note Guarantor; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Note Guarantor, except as provided in Section 11.02(b). (c) Except as otherwise provided herein, each Note Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Note Guarantors, such that such Note Guarantor’s obligations would be less than the full amount claimed. Each Note Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuers first be used and depleted as payment of the Issuers’ or such Note Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Note Guarantor hereunder. Each Note Guarantor hereby waives any right to which it may be entitled to require that the Issuers be sued prior to an action being initiated against such Note Guarantor. (d) Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Sections 8.01 and 11.02, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Note Guarantor or would otherwise operate as a discharge of any Note Guarantor as a matter of law or equity. (f) Except as set forth in Sections 8.01 and 11.02, each Note Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Except as set forth in Sections 8.01 and 11.02, each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Notes will be promptly paid Trustee upon the bankruptcy or reorganization of the Issuers or otherwise. (g) In furtherance of the foregoing and not in full limitation of any other right which any Holder or the Trustee has at law or in equity against any Note Guarantor by virtue hereof, upon the failure of the Issuers to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Note Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on the overdue principal of and premium, if any, and interest such Guaranteed Obligations (but only to the extent permitted not prohibited by applicable law) on the Notes, and (iii) all other payment Obligations monetary obligations of the Company Issuers to the Holders, Holders and the Trustee, the Agents, Trustee and the Collateral Agent or the International Security Agent hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms respect of the extension or renewal, whether at stated maturity, by acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Guaranteed Obligations. (h) Each Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder, the Trustee, an Agent, the Collateral Agent or the International Security Agent is required by any court or otherwise to return to the Company, the Guarantors, the Trustee or any custodian or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantors, any amount paid by the Company or any Guarantor to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of the Obligations guaranteed herebyall Guaranteed Obligations. Each Note Guarantor further agrees that, as between the Guarantorsit, on the one hand, and the Holders, Holders and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ai) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its any Note GuaranteeGuarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed therebyhereby, and (bii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6 hereof6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Note Guarantor for the purposes of this Section 11.01. (i) Each Note Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee, the Collateral Agent or any Holder in enforcing any rights under this Section 11.01. (j) Upon request of the Trustee, each Note Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of its this Indenture. (k) Any Note Guarantee. The Guarantors shall have Guarantee given by any direct or indirect parent of Holdings may be released and discharged from all obligations under this Article 11 at any time upon written notice to the right to seek contribution Trustee from any non-paying Guarantor so long as the exercise such direct or indirect parent of such right does not impair the rights of the Holders under the Note GuaranteesHoldings.

Note Guarantees. Subject to Section 10.07 hereofthis Article Twelve, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a each Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, hereby jointly and severally, fully and unconditionally guarantee Guarantees, on a senior basis, the Notes and Obligations of the Issuer hereunder and thereunder, and Guarantees to each Holder of a Note authenticated and delivered by the Trustee Trustee, and to the Trustee, the Collateral Agent and/or the International Security Agent Trustee for itself and the Agents and their respective successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereundersuch Holder, that: (a1) the principal of of, and interest and premium, if any, and interest on on, the Notes will be promptly paid in full when due, whether at maturityStated Maturity, by accelerationacceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), redemption or otherwise, and together with interest on the overdue principal of and premiumprincipal, if any, and interest (on any overdue interest, to the extent permitted by law) on the Noteslawful, and all other payment Obligations obligations of the Company Issuer to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent Trustee hereunder or thereunder will be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (b2) in case of any extension of time of payment or renewal of any Notes or of any of such other Obligationsobligations, 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, redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder subject, however, in the same manner case of clauses (1) and (2) above, to the same limitation set forth in Section 1204 hereof. Each Guarantor hereby agrees (to the extent as the Obligations of the Company. The Guarantors agree permitted by applicable law) that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, hereby waives (to the extent permitted by law, waives ) the benefits of 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 and covenants that its the Note Guarantee will of such Guarantor shall not be discharged as to any Note except by complete performance of the Obligations obligations contained in such Note, this Indenture and such Note Guarantee. Each Guarantor acknowledges that the Note Guarantee is a Guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal, interest or premium, if any, with respect to such Note, whether at its Stated Maturity, by acceleration, 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 of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other Guarantor. Each 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 Guarantor shall pay to the Trustee for the account of the Holder the amount that would otherwise have been due and this Indenturepayable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the Company, the Guarantors, the Trustee Issuer or any custodian Guarantor, or any custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company Issuer or the Guarantorsany Guarantor, any amount paid by the Company or any Guarantor of them to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note GuaranteesGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantorseach Guarantor, on the one hand, and the Holders, the Trustee, the Agents, the Collateral Agent Holders and the International Security Agent Trustee on the other hand, (a1) subject to this Article Twelve, the maturity Maturity of the Obligations guaranteed obligations Guaranteed hereby may be accelerated as provided in Article 6 Five hereof for the purposes of its the Note Guarantee, Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed therebyobligations Guaranteed hereby, and (b2) in the event of any declaration of acceleration of such Obligations obligation as provided in Article 6 Five hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of its the Note GuaranteeGuarantee of such Guarantor. The Guarantors Each Note Guarantee shall have remain in full force and effect and continue to be effective should any petition be filed by or against the right 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 seek contribution from any non-paying Guarantor so long the fullest extent permitted by law, continue to be effective or be reinstated, as the exercise of such right does not impair the rights case may be, if at any time payment and performance of the Holders under Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Note GuaranteesNotes, 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 Guarantees. Subject to Section 10.07 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a (a) Each Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, hereby jointly and severally, fully, unconditionally guarantee and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective Trustee on behalf of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereundersuch Holder, that: (ai) the principal of and premium, if any, any and 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, and 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 of and premiumprincipal, if any, and interest (on any overdue interest, to the extent permitted by law) on the Noteslawful, and all other payment Obligations obligations of the Company Issuer to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent Trustee hereunder or thereunder will shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Obligationsobligations, 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, redemption acceleration or otherwise. Failing payment when so due Each of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, Guarantees shall be a guarantee of payment and shall entitle the Holders to accelerate the obligations not of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree collection. (b) Each Guarantor hereby agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. . (c) Each Guarantor further, to hereby waives the extent permitted by law, waives benefits of 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 and covenants that its the Note Guarantee will of such Guarantor shall not be discharged as to any Note except by complete performance of the Obligations obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the 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 this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other Guarantor. Each 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 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. (d) If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the Company, the Guarantors, the Trustee Issuer or any custodian Guarantor, or any custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company Issuer or the Guarantorsany Guarantor, any amount paid by the Company or any Guarantor of them to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note GuaranteesGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This paragraph (d) shall not remain effective notwithstanding any contrary action which may be entitled to, and waives, taken by the Trustee or any right Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. this Indenture. (e) Each Guarantor further agrees that, as between the Guarantorseach Guarantor, on the one hand, and the Holders, Holders and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Section 6.2 for the purposes of its the Note GuaranteeGuarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereofSection 6.2, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of its the Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Note GuaranteesGuarantor.

Note Guarantees. Subject to the provisions of Section 10.07 1204 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a each Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, hereby jointly and severally, fully, unconditionally guarantee and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and the obligations of each other Guarantor hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective Trustee on behalf of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereundersuch Holder, that: (a) the principal of (and premiumpremium and Additional Interest, if any, ) and the interest on the Notes will be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, call for redemption or otherwiseotherwise (including, and without limitation, the amount that would become due but for the operation of the automatic stay for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code), together with interest on the overdue principal of and premiumprincipal, if any, and interest (on any overdue interest, to the extent permitted by law) on the Noteslawful, and all other payment Obligations obligations of the Company to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent Trustee hereunder or thereunder will be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; , and (b) in case of any extension of time of payment or renewal of any Notes or of any of such other Obligationsobligations, 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, redemption acceleration or otherwise. Failing payment when so due Each of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, Guarantees shall be a guarantee of payment and shall entitle the Holders to accelerate the obligations not of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Companycollection. The Guarantors agree Each Guarantor hereby agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to hereby waives the extent permitted by law, waives benefits of diligence, presentment, demand of for 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 any other Person, protest, notice and all demands whatsoever and covenants that its the Note Guarantee of such Guarantor will not be discharged as to any Note except by complete performance of the Obligations obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium or Additional Interest, 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 this Indenture, directly against each of the Guarantors to enforce such Guarantor's Note Guarantee without first proceeding against the Company or any other Guarantor. Each 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 Guarantor will 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. If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the Company, the Guarantors, the Trustee Company or any custodian Guarantor, or any custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantorsany Guarantor, any amount paid by the Company or any Guarantor of them to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note GuaranteesGuarantee of each of the Guarantors, to the extent theretofore at, as discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantorseach Guarantor, on the one hand, and the Holders, Holders and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (a1) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 V hereof for the purposes of its the Note GuaranteeGuarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b2) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 V hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of its the Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Note GuaranteesGuarantor.

Note Guarantees. Subject to Section 10.07 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a (a) Each Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, hereby jointly and severally, unconditionally guarantee and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective Trustee on behalf of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereundersuch Holder, that: (ai) the principal of and premium, if any, any and 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 the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), and together with interest on the overdue principal of and premiumprincipal, if any, and interest (on any overdue interest, to the extent permitted by law) on the Noteslawful, and all other payment Obligations obligations of the Company Issuer to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent Trustee hereunder or thereunder will shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Obligationsobligations, 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, redemption acceleration or otherwise. Failing payment when so due Each of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, Guarantees shall be a guarantee of payment and shall entitle the Holders to accelerate the obligations not of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree collection. (b) Each Guarantor hereby agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. . (c) Each Guarantor further, to hereby waives the extent permitted by law, waives benefits of 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 and covenants that its the Note Guarantee will of such Guarantor shall not be discharged as to any Note except by complete performance of the Obligations obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the 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 this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other Guarantor. Each 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 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. (d) If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the Company, the Guarantors, the Trustee Issuer or any custodian Guarantor, or any custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company Issuer or the Guarantorsany Guarantor, any amount paid by the Company or any Guarantor of them to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note GuaranteesGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This paragraph (d) shall not remain effective notwithstanding any contrary action which may be entitled to, and waives, taken by the Trustee or any right Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. this Indenture. (e) Each Guarantor further agrees that, as between the Guarantorseach Guarantor, on the one hand, and the Holders, Holders and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 VI hereof for the purposes of its the Note GuaranteeGuarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 VI hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of its the Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Note GuaranteesGuarantor.

Note Guarantees. (a) Subject to Section 10.07 hereofthis Article 11, each of the Initial Guarantors, and any Additional Subsidiary Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereofhereby, jointly and severally, unconditionally guarantee guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent Trustee and the Agents and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and or the Obligations obligations of the Company hereunder and or thereunder, that: : (a1) the principal of and of, premium, if any, on, and interest 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 and premiumof, premium on, if any, and interest (to the extent permitted by law) on interest, if any, on, the Notes, if lawful, and all other payment Obligations obligations of the Company to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent Trustee hereunder or thereunder will be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the 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, redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. An Event Each Subsidiary Guarantor agrees that this is a guarantee of Default under this Indenture or the Notes shall constitute an event payment and not a guarantee of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the collection. (b) The Subsidiary 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 are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants covenant that its this Note Guarantee will not be discharged except by complete performance of the Obligations obligations contained in the Notes and this Indenture. . (c) If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the Company, the Guarantors, the Trustee Subsidiary Guarantors or any custodian custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Subsidiary Guarantors, any amount paid by the Company or any Guarantor either to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the this Note GuaranteesGuarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall will not be entitled to, and waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of the Obligations all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders, Holders and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (a1) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b2) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereof, such Obligations obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantor Subsidiary Guarantors for the purpose of its this Note Guarantee. The Subsidiary Guarantors shall will have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note GuaranteesGuarantee.

Note Guarantees. Subject to Section 10.07 hereofthis Article Twelve, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a each Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, jointly and severally, unconditionally guarantee and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee Trustee, and to the Trustee, the Collateral Agent and/or the International Security Agent Trustee for itself and the Agents and their respective successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereundersuch Holder, that: (a1) the principal of (and premium, if any, ) and interest on the Notes will be promptly paid in full when due, whether at maturityStated Maturity, by accelerationacceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), redemption or otherwise, and together with interest on the overdue principal of and premiumprincipal, if any, and interest (on any overdue interest, to the extent permitted by law) on the Noteslawful, and all other payment Obligations obligations of the Company Issuer to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent Trustee hereunder or thereunder will be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (b2) in case of any extension of time of payment or renewal of any Notes or of any of such other Obligationsobligations, 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, redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder subject, however, in the same manner case of clauses (1) and (2) above, to the same limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent as the Obligations of the Company. The Guarantors agree permitted by applicable law) that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, hereby waives (to the extent permitted by law, waives ) the benefits of 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 and covenants that its the Note Guarantee will of such Guarantor shall not be discharged as to any Note except by complete performance of the Obligations obligations contained in such Note, this Indenture and such Note Guarantee. Each Guarantor acknowledges that the Notes Note Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other Guarantor. Each 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 Guarantor shall pay to the Trustee for the account of the Holder, 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. If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the Company, the Guarantors, the Trustee Issuer or any custodian Guarantor, or any custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company Issuer or the Guarantorsany Guarantor, any amount paid by the Company or any Guarantor of them to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note GuaranteesGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantorseach Guarantor, on the one hand, and the Holders, the Trustee, the Agents, the Collateral Agent Holders and the International Security Agent Trustee on the other hand, (a1) subject to this Article Twelve, the maturity Maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Five hereof for the purposes of its the Note Guarantee, Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b2) in the event of any declaration of acceleration of such Obligations obligation as provided in Article 6 Five hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of its the Note GuaranteeGuarantee of such Guarantor. The Guarantors Each Note Guarantee shall have remain in full force and effect and continue to be effective should any petition be filed by or against the right 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 seek contribution from any non-paying Guarantor so long the fullest extent permitted by law, continue to be effective or be reinstated, as the exercise of such right does not impair the rights case may be, if at any time payment and performance of the Holders under Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Note GuaranteesNotes, 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 Guarantees. Subject to Section 10.07 hereofthis Article 10, each of the Initial Guarantors, and any Additional Note Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereofhereby, jointly and severallyseverally with each other Note Guarantor and with Holdings, irrevocably and unconditionally guarantee guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent Trustee and the Agents and their respective its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and or the Obligations obligations of the Company Issuers hereunder and or thereunder, that: (a) the principal of and of, premium, if any, and interest on the Notes will shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, and interest (to the extent permitted by law) or interest, on the Notes, Notes and all other payment Obligations monetary obligations of the Company to Issuers under this Indenture and the Holders, the Trustee, the Agents, the Collateral Agent or the International Security Agent hereunder or thereunder will Notes shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the 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, redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will reason, each Note Guarantor, together with Holdings as described in Article 11, shall be jointly and severally severally, obligated to pay the same immediately. An Event Each Note Guarantor agrees that this is a guarantee of Default under this Indenture or the Notes shall constitute an event payment and not a guarantee of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Companycollection. The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, the Holdings Guarantee, any Note Guarantee or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Note Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenants that its this Note Guarantee will Guarantee, as the case may be, shall not be discharged except by complete performance of the Obligations obligations contained in the Notes and this Indenture. Each Note Guarantor also agrees to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the CompanyIssuers, Holdings, the Guarantors, the Trustee Note Guarantors or any custodian custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company Issuers, Holdings or the Note Guarantors, any amount paid by the Company or any Guarantor either to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Holder and this Note GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to, and waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of the Obligations all obligations guaranteed hereby. Each Note Guarantor further agrees that, as between the GuarantorsNote Guarantors and Holdings, on the one hand, and the Holders, Holders and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereof6, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Note Guarantors for the purpose of its this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. 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, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note 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 Issuers’, Holdings’ or any other Note 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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee 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 Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Subject to Section 10.07 hereof(a) The Guarantor, hereby unconditionally and irrevocably guarantees the Initial GuarantorsNotes, Hedge Agreements and the Obligations hereunder and thereunder, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, jointly and severally, unconditionally guarantee guarantees to each Holder of a Note authenticated and delivered by the Indenture Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective Indenture Trustee on behalf of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereundersuch Holder, that: : (ai) the principal of and premium, if any, any and interest on the Notes will shall be promptly paid in full when due, whether at maturitythe Legal Final Maturity Date, by accelerationacceleration or otherwise (including, redemption or otherwisewithout limitation, and 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 of and premiumprincipal, if any, and interest (on any overdue interest, to the extent permitted by law) on the Noteslawful, and all other payment Obligations obligations of the Company Issuer to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent Indenture Trustee hereunder or thereunder will shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Obligations, 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 Legal Final Maturity Date, by acceleration, redemption acceleration or otherwise. Failing payment when so due The obligations of the Guarantor are direct, independent and primary obligations of the Guarantor and are irrevocable, absolute, unconditional, and continuing obligations and are not conditioned in any way upon the institution of suit or the taking of any amount so guaranteed other action, the pursuit of any remedies or any attempt to enforce performance so guaranteed for whatever reason of or compliance with the Guarantors will be jointly Obligations by the Issuer and severally obligated the Guarantor, and their respective successors, transferees or assigns, and shall constitute a guaranty of payment and performance and not of collection, binding upon the Guarantor and its successors and assigns and irrevocable without regard to pay the same immediately. An Event validity, legality or enforceability of Default under this Indenture or any other Basic Document, or the Notes shall constitute an event lack of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations power or authority of the Guarantors hereunder in Issuer or the same manner and Guarantor to the same extent as enter into this Indenture or any other Basic Document, or any substitution, release or exchange of any other guaranty or any other security for any of the Obligations of the Company. The Guarantors agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance whatsoever (other than complete performancepayment) which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, and shall not be subject to any right of set off, recoupment or counterclaim and are in no way conditioned or contingent upon any attempt to collect from the Issuer, the Guarantor or any other entity or to perfect or enforce any security or upon any other condition or contingency or upon any other action, occurrence, or circumstance whatsoever. Without limiting the generality of the foregoing, the Guarantor shall not have any right to terminate this guaranty, or to be released, relieved or discharged from its obligations hereunder except as provided in Section 11.1 hereof, and such obligations shall not be affected, diminished, modified or impaired for any reason whatsoever, including, without limitation, (i) the change, modification or amendment of any obligation, duty, guarantee, warranty, responsibility, covenant or agreement set forth in this Indenture, the granting of any extension of time for payment to the Issuer or any other surety, or any extension or renewal of the Issuer’s obligations under this Indenture, (ii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of any of the Issuer’s or the Guarantor. Each ’s assets, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization of or similar proceedings affecting the Issuer or the Guarantor furtheror any of the assets of the Issuer or the Guarantor, (iii) any furnishing or acceptance of additional security or any exchange, surrender, substitution or release of any security, (iv) any waiver, consent or other action or inaction or any exercise or non-exercise of any right, remedy or power with respect to the Obligations or this Indenture, (v) any merger or consolidation of the Issuer or the Guarantor into or with any other person or entity, the Issuer’s loss of its separate corporate identity or its ceasing to be an affiliate of the Guarantor, or (vi) the failure to give notice to the Guarantor of the occurrence of a default under the terms and provisions of this Indenture. (b) The Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, waives any right it may have now, or in the future, under law or in equity, to: (i) the notice of any waiver or extension granted to the Issuer; (ii) all notices which may be required by applicable statute, rule of law or otherwise to preserve any of the rights of the Noteholders against the Issuer, the Guarantor or any other person; (iii) require either that an action be brought against the Issuer or any other person or entity as a condition to proceeding against the Guarantor, or to require that action be first taken against any security given by the Issuer or the Guarantor; (iv) notice of (a) any Noteholder’s acceptance and reliance on this guaranty, (b) default or demand in the case of default, provided such notice or demand has been given to or made upon the Issuer or the Guarantor, and (c) any extensions or consents granted to the Issuer, the Guarantor or any other surety; (v) promptness, diligence, presentment, demand of payment, filing of claims payment or enforcement and any other notice with a court in the event of insolvency or bankruptcy of the Company, respect to any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. guaranty; (vi) require any election of remedies; (vii) require the marshalling of assets or the resort to any other security; (viii) except as otherwise expressly provided herein, claim any other defense, contingency, circumstance or matter which might constitute a legal or equitable discharge of a surety or guarantor; (ix) any defense based on or arising out of the voluntary or involuntary bankruptcy, insolvency, liquidation, dissolution, receivership, or other similar proceeding affecting the Issuer; or (x) any defense related to the addition, substitution or partial or entire release of any guarantor, maker or other party (including the Issuer and the Guarantor) primarily or secondarily liable or responsible for the performance and observance of any of the terms set forth in this Indenture and the other Basic Documents or by any extension, waiver, amendment or action whatsoever which may release a guarantor (other than performance). (c) If any Holder, the Trustee, an Agent, the Collateral Agent Noteholder or the International Security Agent Indenture Trustee is required by any court or otherwise to return to the CompanyIssuer or the Guarantor, the Guarantors, the Trustee or any custodian custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company Issuer or the GuarantorsGuarantor, any amount paid by the Company or any Guarantor of them to the Collateral Agent, the International Security Agent, such Agent, the Indenture Trustee or such HolderNoteholder, the Note GuaranteesGuarantee of the Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This paragraph (c) shall not remain effective notwithstanding any contrary action which may be entitled to, and waives, taken by the Indenture Trustee or any right Noteholder in reliance upon such amount required to be returned. This paragraph (c) shall survive the termination of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each this Indenture. (d) The Guarantor further agrees that, as between the GuarantorsGuarantor, on the one hand, and the Holders, Holders and the Indenture Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ax) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 V hereof for the purposes of its the Note GuaranteeGuarantee of the Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations as provided in Article 6 V hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its the 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 Guarantee of the Holders under the Note GuaranteesGuarantor.

Note Guarantees. Subject to Section 10.07 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date provisions of this Indenture; provided thatArticle Twelve, at any time a Restricted each Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereofhereby irrevocably and unconditionally guarantees, jointly and severally, unconditionally guarantee on a senior basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective on behalf of the validity Holders, (i) the due and enforceability of this Indenture, the Notes held thereby and the Obligations punctual payment of the Company hereunder and thereunderprincipal of, that: (a) the principal of and premium, if any, and interest and Liquidated Damages, if any, on each Note, when and as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturityStated Maturity or purchase upon a Change of Control Triggering Event or Asset Sale Offer, and whether by declaration of acceleration, a Change of Control Triggering Event, Asset Sale Offer, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal of and of, premium, if any, and interest (to the extent permitted by law) and Liquidated Damages, if any, on the Notes, to the extent lawful, and the due and punctual performance of all other payment Obligations obligations of the Company to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent hereunder or thereunder will be promptly paid in full and performed, Trustee all in accordance with the terms hereof of such Note and thereof; this Indenture and (bii) 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, at Stated Maturity or purchase upon a Change of Control Triggering Event or Asset Sale Offer, and whether at stated maturity, by declaration of acceleration, a Change of Control Triggering Event, Asset Sale Offer, call for redemption or otherwiseotherwise (the obligations in clauses (i) and (ii) hereof being the "Guaranteed Obligations"). Failing payment when so due Without limiting the generality of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will foregoing, each Subsidiary Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be jointly and severally obligated owed by the Company to pay the same immediately. An Event of Default under this Indenture Holders or the Notes shall constitute an event of default Trustee under the Note Guarantees, Notes and shall entitle the Holders to accelerate Indenture but for the obligations of the Guarantors hereunder in the same manner and fact that they are unenforceable or not allowable due to the same extent as the Obligations existence of a bankruptcy, reorganization or similar proceeding involving the Company. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any such Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Note or this Indenture, any waiver waiver, modification or consent indulgence granted to the Company with respect thereto, by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) circumstances which might may otherwise constitute a legal or equitable discharge or defense of the Company or a Guarantorsurety or guarantor. Each Guarantor further, to the extent permitted by law, waives The Subsidiary Guarantors hereby waive 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 Indebtedness evidenced thereby and all demands whatsoever (except as specified above), and covenants covenant that its Note Guarantee the Guaranteed Obligations will not be discharged as to any such Note except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder, the Trustee, an Agent, the Collateral Agent or the International Security Agent is required by any court or otherwise to return to the Company, the Guarantors, the Trustee or any custodian or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantors, any amount paid by the Company or any Guarantor to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the such Guaranteed Obligations guaranteed herebyand as provided in Sections 401, 1102, 1205 and 1206. Each Subsidiary Guarantor further agrees that, as between the Guarantors, on the one hand, such Subsidiary Guarantor and the Holders, the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ai) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Note GuaranteeFive, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed therebyCompany or any other Subsidiary Guarantor in respect of the Guaranteed Obligations, and (bii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6 hereofFive, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article Five, the Trustee shall promptly make a demand for payment on any Notes in respect of which the Guaranteed Obligations provided for in this Article Twelve are not discharged. Each Subsidiary Guarantor for hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the purpose Company that arise from the existence, payment, performance or enforcement of its Note Guarantee. The Guarantors shall have such Subsidiary Guarantor's obligations under this Indenture, or any other document or instrument including, without limitation, any right of reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to seek contribution take or receive from the Company, directly or indirectly, in cash or other property or in any non-paying Guarantor so long as the exercise other manner, payment or security on account of such right does not impair the claim or other rights. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders under of the Notes pursuant to any Note GuaranteesGuarantee against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Note pursuant to the provisions of this Indenture; PROVIDED, HOWEVER, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payment arising out of, or based upon such right of subrogation until the principal of (and premium, if any) and interest on all Notes issued hereunder shall have been paid in full to the Holders entitled thereto. If any amount shall be paid to any Subsidiary Guarantor in violation of this paragraph and the Guaranteed Obligations shall not have been paid in full, such amount shall be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee. Each Subsidiary Guarantor acknowledges that it shall receive direct and indirect benefits from the issuance of the Notes and that the waiver set forth in this Section 1201 is knowingly made in contemplation of such benefits.

Note Guarantees. Subject to Section 10.07 hereof(a) Each Note Guarantor hereby fully, the Initial Guarantorsunconditionally and irrevocably guarantees, as primary obligor and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture not merely as set forth in Section 10.02 hereofsurety, jointly and severallyseverally with each other Note Guarantor, unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee (i) the due and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective punctual payment of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereunder, that: (a) the principal of and premium, if any, and interest on each Note, when and 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 and premium, if any, and interest (to the extent permitted by law) on the Notes, to the extent lawful, and the due and punctual payment of all other payment Obligations obligations and due and punctual performance of all obligations of the Company Issuers to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent hereunder or thereunder will be promptly paid in full and performed, Trustee all in accordance with the terms hereof of such Note, this Indenture and thereof; any Registration Rights Agreement with respect to such Note, and (bii) 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 maturity, by acceleration, redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason otherwise (the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor“Guaranteed Obligations”). Each Note Guarantor further, further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any Guaranteed Obligation. Each Note Guarantor hereby agrees to pay, in addition to the amounts stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under any Note Guarantee. (b) Each Note Guarantor waives diligence, presentmentpresentation to, demand of paymentpayment from and protest to the Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (i) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person under this Indenture, filing the Notes or any other agreement or otherwise; (ii) any extension or renewal of claims with a court 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 security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (v) the failure of any Holder to exercise any right or remedy against any other Note Guarantor; or (vi) any change in the event of insolvency or bankruptcy ownership of the Company, Issuers. (c) Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee will not any resort be discharged except had by complete performance any Holder to any security held for payment of the Obligations contained in the Notes and this Indenture. If any Holder, the Trustee, an Agent, the Collateral Agent or the International Security Agent is required by any court or otherwise to return to the Company, the Guarantors, the Trustee or any custodian or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantors, any amount paid by the Company or any Guarantor to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its 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 GuaranteesGuaranteed Obligations.

Note Guarantees. Subject to Section 10.07 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a (a) Each Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, hereby jointly and severally, fully, unconditionally guarantee and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective Trustee on behalf of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereundersuch Holder, that: (ai) the principal of and premium, if any, any and 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, and 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 of and premiumprincipal, if any, and interest (on any overdue interest, to the extent permitted by law) on the Noteslawful, and all other payment Obligations obligations of the Company Issuer to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent Trustee hereunder or thereunder will shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Obligationsobligations, 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, redemption acceleration or otherwise. Failing payment when so due Each of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, Guarantees shall be a guarantee of payment and shall entitle the Holders to accelerate the obligations not of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree collection. (b) Each Guarantor hereby agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. . (c) Each Guarantor further, to hereby waives the extent permitted by law, waives benefits of 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 and covenants that its the Note Guarantee will of such Guarantor shall not be discharged as to any Note except by complete performance of the Obligations obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the 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 this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other Guarantor. Each 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 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. (d) If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the Company, the Guarantors, the Trustee Issuer or any custodian Guarantor, or any custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company Issuer or the Guarantorsany Guarantor, any amount paid by the Company or any Guarantor of them to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note GuaranteesGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This paragraph (d) shall not remain effective notwithstanding any contrary action which may be entitled to, and waives, taken by the Trustee or any right Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. this Indenture. (e) Each Guarantor further agrees that, as between the Guarantorseach Guarantor, on the one hand, and the Holders, Holders and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 VI hereof for the purposes of its the Note GuaranteeGuarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 VI hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of its the Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Note GuaranteesGuarantor.

Note Guarantees. Subject (a) Pursuant to Section 10.07 hereofthe Note Guarantees, the Initial GuarantorsSubsidiary Guarantors hereby fully and unconditionally guarantee, on an unsecured, senior, joint and any Additional Guarantors that become Guarantors after the date of this Indenture; provided thatseveral basis, at any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, jointly and severally, unconditionally guarantee to each Holder and to the Trustee and its successors and assigns on behalf of a each Holder, the due and punctual full payment of principal of, premium, if any, and interest on, and all other monetary obligations of the Company under this Indenture and the Notes (including obligations to the Trustee) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective of the validity and enforceability of in accordance with this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereunder, that: (a) the principal of and premium, if any, and 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 and premium, if any, and interest (to the extent permitted by law) on the Notes, and all other payment Obligations of the Company to the Holders, the Trustee, the Agents, the Collateral Agent or the International Security Agent hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of this Indenture. The Subsidiary Guarantors further agree that the Note Guarantees may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors and that the Subsidiary Guarantors shall remain bound under this Article 10 notwithstanding any extension or renewal, whether at stated maturity, by acceleration, redemption or otherwise. Failing payment when so due renewal of any amount so guaranteed or any performance so guaranteed for whatever reason the Note Guarantee. All payments under such Note Guarantee shall be made in U.S. dollars. (b) The Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors hereby agree that their obligations hereunder shall be unconditionalas if they were principal debtor and not merely surety, unaffected by, and irrespective of the of, any validity, regularity irregularity or enforceability unenforceability of the Notes any Note of either series or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note of the applicable series or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Company with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might may otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor (except payment in full); provided, however, that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Subsidiary Guarantors increase the principal amount of a Note of such series or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. Each Guarantor further, to the extent permitted by law, waives The Subsidiary Guarantors hereby waive 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, protest, notice and all demands whatsoever and covenants that its Note Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder, the Trustee, an Agent, the Collateral Agent or the International Security Agent is required by any court or otherwise to return to the Company, the Guarantors, the Trustee pursue or any custodian exhaust its legal or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantors, any amount paid by the Company or any Guarantor to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its 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.equitable remedies

Note Guarantees. Subject to Section 10.07 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a (a) Each Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, hereby jointly and severally, fully, unconditionally guarantee and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective Trustee on behalf of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereundersuch Holder, that: (ai) the principal of and premium, if any, any and 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, and 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 of and premiumprincipal, if any, and interest (on any overdue interest, to the extent permitted by law) on the Noteslawful, and all other payment Obligations obligations of the Company Issuer to the Holders, the Trustee, the Agents, the Collateral Agent Holders or the International Security Agent Trustee hereunder or thereunder will shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Obligationsobligations, 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, redemption acceleration or otherwise. Failing payment when so due Each of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, Guarantees shall be a guarantee of payment and shall entitle the Holders to accelerate the obligations not of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree collection. (b) Each Guarantor hereby agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. . (c) Each Guarantor further, to hereby waives the extent permitted by law, waives benefits of 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 and covenants that its the Note Guarantee will of such Guarantor shall not be discharged as to any Note except by complete performance of the Obligations obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the 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 this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other Guarantor. Each 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 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. (d) If any Holder, the Trustee, an Agent, the Collateral Agent Holder or the International Security Agent Trustee is required by any court or otherwise to return to the Company, the Guarantors, the Trustee Issuer or any custodian Guarantor, or any custodian, trustee, liquidator or other similar official acting under any applicable bankruptcy law in relation to either the Company Issuer or the Guarantorsany Guarantor, any amount paid by the Company or any Guarantor of them to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Note GuaranteesGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it This paragraph (d) shall not be entitled to, and waives, remain effective notwithstanding any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (a) the maturity of the Obligations guaranteed hereby contrary action which may be accelerated as provided taken by the Trustee or any Holder in Article 6 hereof for the purposes of its Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing reliance upon such acceleration in respect of the Obligations guaranteed thereby, and amount required to be returned. This paragraph (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payabled) shall forthwith become due and payable by survive the Guarantor for the purpose termination of its 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 Guaranteesthis Indenture.

Note Guarantees. (a) Subject to Section 10.07 hereofthe provisions of --------------- this Article XI, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may each Person who shall become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereofshall, jointly and severally, irrevocably and unconditionally guarantee Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and/or the International Security Agent and the Agents and their respective successors and assigns, irrespective Trustee on behalf of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereunder, that: Holders (ai) the due and punctual payment of principal of and of, premium, if any, interest and interest on the Notes will be promptly paid Liquidated Damages, if any, in full on each Note when due, and as the same shall become due and payable whether at maturityStated Maturity, by declaration of acceleration, redemption in connection with a Change of Control Offer, Asset Sale Offer or redemption, or otherwise, (ii) the due and punctual payment of interest on the overdue principal of and of, premium, if any, interest and interest (to the extent permitted by law) Liquidated Damages, if any, in full on the Notes, and all other payment Obligations of the Company to the Holders, the Trustee, the Agents, the Collateral Agent or the International Security Agent hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, and (iii) the due and punctual performance of all other Obligations of the Company and the other Guarantors to the Holders or the Trustee, including without limitation the payment of fees, expenses, indemnification or other amounts, all in accordance with the terms of the Notes and this Indenture. In case of the failure of the Company punctually to make any such principal or interest payment or the failure of the Company or any other Guarantor to perform any such other Obligation, each Guarantor shall cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity by declaration of acceleration, in connection with a Change of Control Offer, Asset Sale Offer or redemption or otherwise, and as if such payment were made by the Company and to perform any such other Obligation of the Company immediately. Each Guarantor shall pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under these Note Guarantees. The Note Guarantees under this Article XI shall be guarantees of payment and not of collection. (b) The Company hereby waives and each Guarantor shall waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the CompanyCompany or any other Guarantor, any right to require a proceeding first against the CompanyCompany or any other Guarantor, protest, protest or notice with respect to the Notes or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that its the Note Guarantee Guarantees will not be discharged except by complete performance of the Obligations contained in the Notes Notes, in this Indenture and this Indenture. If pursuant to the Note Guarantees. (c) Each Guarantor shall waive and relinquish: (i) any Holder, right to require the Trustee, an Agent, the Collateral Agent Holders or the International Security Agent is required by any court or otherwise Company (each, a "Benefited Party") to return to proceed against the Company, the Subsidiaries of the Company or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party's power before proceeding against such Guarantor; (ii) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (iii) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional Indebtedness or obligation or of any action or non-action on the part of any of the Guarantors, the Trustee Company, the Subsidiaries of the Company, any Benefited Party, or any custodian or other similar official acting under any applicable bankruptcy law in relation to either creditor of the Guarantors, the Company or the Guarantors, any amount paid by Subsidiaries of the Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (iv) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against any Guarantor to for reimbursement; (v) any defense based upon any statute or rule of law which provides that the Collateral Agentobligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (vi) any defense arising because of a Benefited Party's election, in any proceeding instituted under the International Security AgentBankruptcy Law, such Agent, of the Trustee application of Section 1111(b)(2) of the Bankruptcy Law; and (vii) any defense based on any borrowing or such Holder, grant of a security interest under Section 364 of the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Bankruptcy Law. (d) Each Guarantor agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each Guarantor further agrees agree that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders, Holders and the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (ai) for purposes of the relevant Note Guarantee, the maturity of the Obligations guaranteed hereby Guaranteed by such Note Guarantee may be accelerated as provided in Article 6 hereof for the purposes of its Note GuaranteeVI, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (bii) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) such Obligations shall forthwith become due and payable by the such Guarantor for the purpose purposes of its such Note Guarantee. . (e) The Guarantors Note Guarantees shall have the right continue to seek contribution from any non-paying Guarantor so long be effective or shall be reinstated, as the exercise case may be, if at any time any payment, or any part thereof, of principal of, premium, if any, or interest or Liquidated Damages, if any, on any of the Notes is rescinded or must otherwise be returned by the Holders or the Trustee upon the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, all as though such right does payment had not impair the been made. (f) Each Guarantor shall be subrogated to all rights of the Holders under against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of the Note GuaranteesGuarantees or this Indenture; provided, however, that -------- ------- a Guarantor shall not be entitled to enforce or to receive any payments until the principal of, premium, if any, interest and Liquidated Damages, if any, on all Notes issued hereunder shall have been paid in full. (g) Each Guarantor shall specifically designate the relevant Note Guarantee as Indebtedness of such Guarantor for purposes of this Indenture.